Intercept Music End User License Agreement
This Agreement governs the terms and conditions under which you (either an individual or entity) may use the Intercept Music, Inc. ("Intercept Music") proprietary software application Intercept Music (the "Software").
PLEASE READ CAREFULLY.
THIS "INTERCEPT MUSIC END USER AGREEMENT" ("AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN EACH USER (INCLUDING ANY SUBSCRIBER, FREE TRIAL USER, OR PURCHASER OF ANY INTERCEPT MUSIC SERVICE REQUIRING PAYMENT OF A FEE) ("YOU" AND "YOUR") AND INTERCEPT MUSIC INC ("INTERCEPT MUSIC," "WE," "US," OR "OUR"). BY USING THE SITE AND SERVICES, WHETHER ON A PERMANENT OR TRIAL BASIS, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT AND THE “INTERCEPT MUSIC TERMS AND CONDITIONS FOR WEBSITE AND SERVICES USE AGREEMENT” (THE "TERMS AND CONDITIONS AGREEMENT"), THAT YOU UNDERSTAND BOTH AGREEMENTS, THAT YOU CONSENT TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS, AND, THAT YOU ARE OVER THE AGE OF EIGHTEEN. TOGETHER, THE AGREEMENTS SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE INTERCEPT MUSIC SERVICE(S) THAT YOU HAVE SELECTED.
1. ENROLLMENT WITH INTERCEPT MUSIC
By subscribing to or accessing any Service, you are representing to us that you are authorized to use the credit card you submit for payment. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold Intercept Music and its affiliates and distribution and syndication partners harmless from any breach of this Agreement.
2. TERM, FEES AND PAYMENTS
Applicable fees for Services may include a periodic (e.g., monthly, quarterly or annual) subscription fee based on the particular Service requested, transaction fees, taxes, and additional fees for the purchases.
(a) Initial Subscription Payment
By registering with Intercept Music for use of its service(s), you agree that you will pay the applicable fees for the Service that you select upon registration. We will charge your credit card, on your Activation Date, the applicable fees indicated at the time you registered for the subscription. Your applicable fees will automatically be charged to the credit card you designated as the credit card to be billed for your account.
(b) Automatic Subscription Renewal
Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term. Your renewed subscription will have the same duration as the subscription being renewed (e.g. one month, one quarter, etc.). At the time of renewal, your credit card will be charged our then-current fees for the applicable subscription, provided that if the fee for your renewal Service has increased, we will notify you at your designated email address at least fourteen (14) days prior to renewal so that you have an opportunity to elect not to renew.
(c) Your Billing Date
Your credit card will be charged for the renewal term of your Service on your billing date ("Billing Date"), based on the type of subscription (e.g., on a particular date each month for a monthly subscription; on the three-month date for a quarterly subscription; on the anniversary for an annual subscription, etc.). If, however, your Activation Date is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be.
(d) Early Termination
Some subscriptions are provided and priced based on your commitment to subscribe for a minimum period of time, e.g. twelve months. Such minimum commitment is based on your Billing Date, rather than the first or last day of a calendar month. You acknowledge that, in the event of early termination by you, we may incur costs and/or diminution in the value of the agreement that may be difficult to measure. Therefore, in the event of early termination for any reason (including voluntary termination by you or credit card expiration), the early termination fee stated at the time of registration may be charged to you as Intercept Music's liquidated damages resulting from your early termination.
(e) Subscription Upgrades
If you would like to change the Service(s) to which you subscribe after the minimum term, whether to upgrade to your original Service tier after the change described above, or to make any other change, you may change or upgrade your Service at any time by selecting "Manage My Account" from the "My Account" menu in the Intercept Music Application, and then clicking "Edit" next to "Subscription Status" in your Account Summary. However, you may be required to contact Customer Service by telephone for certain changes. If you change the Service(s) to which you subscribe during the term of your subscription, you will be issued a pro-rated refund for the remainder of the term of your original subscription, which will be applied to your new subscription Service. Your credit card will be charged only the difference between the pro-rated refund and the full amount of the new subscription Service, which shall be activated on the date of the change.
(f) No Warranties
WITHOUT LIMITING ANY PROVISION HEREIN, INTERCEPT MUSIC MAKES NO WARRANTY THAT ANY PARTICULAR HARDWARE WILL BE COMPATIBLE WITH INTERCEPT MUSIC'S. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT INTERCEPT MUSIC WILL FUNCTION CORRECTLY WITH YOUR HARDWARE AND SOFTWARE.
(g) No Refunds
All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
(h) Methods of Payment and Credit Card Terms
All payments must be made by VISA, MasterCard, American Express or Discover Card. We do not accept cash, checks or any other payment form. AS BETWEEN YOU AND INTERCEPT MUSIC, YOU, AND NOT INTERCEPT MUSIC, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU. You agree to pay all fees and charges incurred in connection with your subscription and its password (including any applicable taxes) at the rates in effect when the charges were incurred. If Intercept Music does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Intercept Music.
(i) Unauthorized Charges
Unless you notify Intercept Music of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release Intercept Music from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to Intercept Music within sixty (60) days of its first appearance on an invoice or credit card statement.
(j) Late Payments
Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Service(s). After the 30-day period has expired, all data for terminated accounts may be deleted at any time.
The price for service excludes all taxes unless stated otherwise. We collect taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. We cannot accept exemption certificates for purchases made online. Contact customer service if this transaction is exempt from tax.
(l) Transaction Fees
Intercept Music may impose an additional transaction fee based on transactions associated with Services, including a transaction fee applied to your periodic subscription fee. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction, such as through the order path for a subscription Service, by email notification concerning your Services and applicable fees, through the order path, or in a similar, explicit manner.
(m) Credit Card Authorization
If you request access for which a fee is charged based on each individual, Intercept Music may seek authorization of your credit card to validate your ability to charge the fees to access the applicable Services prior to the first purchase. The authorization amount is typically $20 but may vary based on the relevant Services. It is standard for online music. This authorization is not a charge. However, this authorization may temporarily reduce your available credit by the authorization amount until your bank's next processing cycle.
(n) Modifications to Fees or Billing Terms
INTERCEPT MUSIC RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES, OR SERVICES PROVIDED BY INTERCEPT MUSIC, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by contacting customer service through interceptmusic.com. Your continued use of the Service(s) following the effective date of a change to fees or billing methods shall constitute your acceptance of such change. YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU GIVE CONSENT TO INTERCEPT MUSIC TO EMAIL YOU WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR SERVICE(S) TO WHICH YOU HAVE SUBSCRIBED.
(a) Termination by You
To cancel your subscription to any of the Services after the Minimum Term, please either log into your Intercept Music account and navigate to the Account->Services tab and press the Manage button, or email firstname.lastname@example.org. Once you have terminated your subscription, we will stop billing your credit card until and unless you re-subscribe to a Service. However, please note that there may be an early termination fee, as described in Section 2(d) above, based on your subscription. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
(b) Termination by Us
You agree that Intercept Music, in its sole discretion, with or without prior notice, may freeze or terminate your user name, password or use of the Application and/or Service(s) (or any part thereof) for any reason, including, without limitation, if Intercept Music believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms and Conditions Agreement. Intercept Music may also in its sole discretion and at any time modify or discontinue providing Services, or any part thereof, with or without notice. Further, you agree that Intercept Music shall not be liable to you or any third-party for any interference with or termination of your access to the Application and/or any Service.
4. CUSTOMER SERVICE
You understand and agree that Intercept Music is solely responsible for all customer service, help, billing and account issues related to your subscription. Neither your ISP nor any third-party website through which you may have accessed any Service is responsible for customer service, help, billing and account issues related to your subscription. You agree not to direct any questions, requests for assistance, or inquiries about any Service to your ISP or to any third-party website through which you may have accessed any Service. For assistance, please contact our Customer Service department.
5. YOUR ACCOUNT INFORMATION
(a) True and Complete
You agree to provide true, accurate, current and complete information about yourself and your billing information as prompted by the subscription process (such information being the "Account" section).
(b) Updating Your Account Information
You may update any of your Account Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated card by selecting "Billing Information" from the "Account" menu page.
(c) Our Use of Account Information
(d) Stolen Account Information Your Responsibility
You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your username and password without your authorization, it is your responsibility to set up a new password by navigating to the Account->Profile tab and selecting the appropriate link.
6. ROYALTIES DUE TO YOU
Intercept Music shall be entitled to receive and collect Gross Receipts derived from Your use of Intercept Music’s Sites and Services.
(a) "Gross Profits" are defined as any and all revenue, income and sums, received by Intercept Music as a result of your use of Intercept Music's Sites and/or Services, from any third party entity, including, without limitation, Ingrooves, or any other such agent which may be used by Intercept Music, less:
(i) cost of merchandise, if any;
(ii) shipping, if any;
(iii) any other direct cost required to purchase and deliver a product or service to an artist customer)
(b) Gross Profits will be paid directly to You on Intercept Music's regularly scheduled royalty distribution dates, less any advances. Notwithstanding the above, should You assign any share of Gross Profits to a third party, then You agree that Intercept Music may pay that share of Gross Profits to such third party upon Intercept Music's receipt of a letter of direction executed, electronically or by hand, by You and that third party, directing Intercept Music to do so. Intercept Music reserves the sole and exclusive right to accept or reject such letter of direction provided by You or a third party to Intercept Music for the purpose of redirecting Your Gross Profits.
(c) You hereby agree that any such third party with which You have agreed to pay, through Intercept Music, a share of Your Gross Receipts, and for which Intercept Music has received and accepted a letter of direction, may access your Intercept Music account only to the extent and for the limited purposes of insuring, (i) the accuracy of the percentage of Gross Receipts payable to such third party; and, (ii) the payment of the correct share of Gross Receipts to the appropriate parties.
7. INTELLECTUAL PROPERTY RIGHTS
Only you may access the Services using your username and password. The Services available are the property of Intercept Music or its licensors and are protected by copyright and other intellectual property laws. You agree not to share your password with any third party. You further agree to indemnify and hold harmless Intercept Music for your failure to comply with this section.
Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Services or their contents. Intercept Music and its licensors reserve all rights not expressly granted hereunder. You shall promptly notify Intercept Music in writing upon your discovery of any unauthorized use or infringement of the Services (or their contents) or any patent, copyright, trade secret, trademarks or other intellectual property rights of Intercept Music or its licensors. The Services contain proprietary information that is protected by copyright laws and international treaty provisions.
Intercept Music expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your service immediately for your failure to comply with any such local, state or federal law.
8. TECHNOLOGY LIMITATIONS AND MODIFICATIONS TO SERVICE
Intercept Music will make reasonable efforts to keep your account and the Service(s) operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you in advance of any downtime that we anticipate in advance will exceed one hour.
Intercept Music also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Service(s), with or without notice. Intercept Music shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to or of any of the Service(s).
9. DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTERCEPT MUSIC AND ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS, DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
INTERCEPT MUSIC MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES INTERCEPT MUSIC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. INTERCEPT MUSIC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
10. LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICE(S) REMAINS WITH YOU. IN NO EVENT SHALL INTERCEPT MUSIC OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS END USER LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE ANY SERVICE, EVEN IF INTERCEPT MUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL WE OR ANY OF OUR LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE APPLICATION OR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
11. MODIFICATION OF END USER LICENSE AGREEMENT
Intercept Music may modify this Agreement at any time in its sole discretion. If we make a material change to this Agreement, a "change of terms" notice will be posted on our website. If any modification is unacceptable to you, you agree that your only recourse is to terminate your subscription to any of the Service(s) as provided herein. Your continued use of any Service following our posting of a change of terms notice, an email notice to you will constitute your binding acceptance of the change, until such time as you terminate your subscription.
You agree to indemnify and hold Intercept Music and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.
13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to or application of any choice of law or conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. If either Intercept Music or you employ any attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
14. ADDITIONAL PROVISIONS
From time to time you may request additional services. These services will be presented to you as addendums to this agreement which you will need to acknowledge, and will be bound by the same terms and conditions of this agreement, and which may modify the scope and terms of this agreement.
No delay or failure to take action under this Agreement shall constitute any waiver by Intercept Music of any provision of this Agreement.
If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement (including all documents expressly incorporated herein by reference) constitutes the complete and exclusive agreement between Intercept Music and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Intercept Music® is a trademark of Intercept Music, Inc.
Last modified August 13, 2019