Please carefully review the below Terms of Use. You are required to accept these terms of use if you wish to use Songfile or eSynch. You may also wish to review HFA's privacy policy here. A copy of the Terms of Use may be retrieved here.

TERMS OF USE

Last Updated on February 22nd, 2019

These Terms of Use are between you (as defined below) and Company (as defined below) concerning your use of (including any access to) the website(s), software application(s) and other online resource(s) of Company, including any successor resources thereto (the "Platform"). The term "Platform" includes any database associated with the Platform (a "Database"), any software provided by Company to facilitate use of any aspect of the Platform ("Associated Software"), and any graphic, logo, image, illustration, design, icon, digital download, data compilation, article, document, product, branding, function, layout, service or written or other material that is part of the Platform ("Materials").


THE PLATFORM IS DIRECTED TO BUSINESS USERS. BY ACCESSING OR USING THE PLATFORM, OR OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS OF USE (INCLUDING BY CLICKING ANY BUTTON LABELED WITH "AGREE" OR SIMILAR WORDING, YOU (BOTH FOR YOURSELF AND FOR ANY ENTITY ON WHOSE BEHALF YOU ARE ACTING), ARE (A) ACKNOWLEDGING AND ACCEPTING THE TERMS AND CONDITIONS OF THESE TERMS OF USE, AND ENTERING INTO AN AGREEMENT WITH COMPANY TO BE BOUND BY THESE TERMS OF USE, AND (B) REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS OF USE, INCLUDING ON BEHALF OF ANY SUCH REPRESENTED ENTITY, AND THAT YOU ARE 18 YEARS OF AGE OR OLDER.


If you do not accept these Terms of Use, you must not access or use the Platform.


Definition of the Parties.


  • The term "Company" means The Harry Fox Agency LLC, located at 40 Wall Street, 6th Floor, New York, NY 10005. You may contact the Company by mailing a letter to the preceding address or by submitting your inquiry via Company's Contact Form.

  • The term "User" (or "you") means the individual and/or entity accessing the Platform under these Terms of Use, including all related and administered companies or entities purported to be represented by or through such individual or entity, as well as its and their individual employees, agents and representatives, and/or any others who may obtain access to the Platform through such individual or entity.


Please also note that a "General User" means any User who accesses any portion of the Platform for which registration is not required (a "Public Portion"), including any User who accesses the Platform through the use of crawlers, robots, browsers, data mining or extraction tools, or similar functionality, whether such functionality is installed or configured by such person or entity or by a third party. A "Registered User" means, with respect to any portion of the Platform for which registration is required (a "Non-Public Portion"), any individual who (1) possesses a Company-issued, currently-valid username and password for such Non-Public Portion, and (2) is currently authorized by Company to access and use such Non-Public Portion.


Updates to these Terms of Use. Company may, from time to time, amend these Terms of Use by notifying you of such amendments by any reasonable means, including by posting the amended terms on the Platform, and your access to (including any use of) the Platform following any such amendment will constitute your further agreement to follow and be bound by these Terms of Use as amended. Any such amendment will not apply to any dispute between you and Company arising prior to the date on which Company posted such amendment, or otherwise notified you of such amendment. The date that these Terms of Use were last amended appears at the top of this page.


Updates to the Platform. Company may, from time to time, with or without notice, change, modify, add or delete any content, style, functionality, service, accessibility, appearance or use of the Platform or any feature thereof; charge, modify or waive any fees (including any fee model) required to use the Platform; offer opportunities to some or all Users; or shut down the Platform entirely.


In addition to the foregoing, these Terms of Use contain four parts:


  • Part 1 applies to all Users.

  • Part 2 contains additional terms that apply to all Registered Users.

  • Part 3 contains additional terms that apply to all Users of the "Link Your Song" Application.

  • Part 4 contains additional terms that apply to all Users of Songfile® or eSynch®.


These Terms of Use also hereby incorporate any additional terms and conditions posted by Company through the Platform, or otherwise made available to you by Company.


PART 1: GENERAL TERMS FOR ALL USERS


This Part 1 applies to all Users.


A. License; Limitations.


  1. Limited License to Use the Platform. Subject to these Terms of Use and your full compliance therewith, Company grants to you a non-exclusive, nontransferable, revocable, non-sublicensable, limited license (the "License") to access and use the Platform. You may use the Platform solely as provided in these Terms of Use, and you may use any Databases, Associated Software and Materials solely to the extent necessary for your authorized use of the remainder of the Platform, or as expressly authorized in writing by Company. You acknowledge that you do not acquire any ownership or intellectual property rights by using the Platform. Company may at any time terminate or limit the License, and/or terminate or limit your use of any or all of the Platform, including for any breach of these Terms of Use, with or without notice.

  2. Limitations on Use of the Platform. You may not copy, reproduce, republish, sell, upload, download, extract, reverse engineer, modify, reformat, reconfigure, extract, post, transmit, systematically access and store, create any derivative work of, or distribute the Platform, or any portion thereof, without the express prior written permission of Company. You may not circumvent the navigation structure or presentation of the Platform, or use any data mining, robots or intelligent agents, or other data gathering and extraction tools, in connection with the Platform. You may not use any Databases, Associated Software or Materials on any other website or on any networked computer environment. You may not frame or utilize framing technology to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company. You may not use the Platform for any fraudulent, tortious or unlawful purpose. Except as expressly provided herein, you may not restrict or inhibit any other visitor from using any aspect of the Platform, including by means of "hacking" or defacing any portion of the same. Without limiting the foregoing, any use of the Platform for purposes other than those described in and contemplated by these Terms of Use is strictly prohibited. The License set forth above to use Associated Software is conditioned upon your acceptance of and compliance with any additional terms and conditions that may apply, including any applicable license agreements with third parties.

  3. No Right or License in Musical Compositions or Sound Recordings. The limited License granted to you by these Terms of Use shall in no way be deemed to grant to you any right or license in or to any musical composition, including any musical composition available for licensing through Company or the Platform. Certain licenses for the use of musical compositions represented by Company may be requested through other services and applications offered by Company, in accordance with these Terms of Use and the procedures, terms and conditions disclosed by us in connection with and governing the applicable licensing facility. No license request or other communication received through the Platform shall result in a valid or enforceable license except according to the separate, applicable terms and conditions prescribed by Company. Any modification by you of any license form or other terms or conditions provided by Company will render the applicable license invalid.


B. ACCESS AND AUTHORITY TO USE NON-PUBLIC PORTIONS OF THE PLATFORM. YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY NON-PUBLIC PORTION OF THE PLATFORM UNLESS YOU ARE A REGISTERED USER OF SUCH PORTION OF THE PLATFORM. ANY ATTEMPT BY A NON-REGISTERED USER TO ACCESS OR USE NON-PUBLIC PORTIONS OF THE PLATFORM IS A MATERIAL BREACH OF THESE TERMS OF USE, AND MAY RESULT IN PENALTIES, INCLUDING IMMEDIATE TERMINATION OF THE THE LICENSE, AND/OR CIVIL OR CRIMINAL PENALTIES.


C. Privacy Policy. Your submission of information through the Platform is governed by our Privacy Policy.


D. Use of Applets. Use of certain applications and functionalities available through the Platform may require the download or other transfer onto your computer of software "applets" (e.g., small, cross-platform compatible pieces of executing code) such as to enable communication between your computer and Company's computers, and/or to execute such applications or functionalities. You agree to the transfer or download of such applets onto your computer system for the purpose of allowing you to access and use of any such applications and functionalities available through the Platform.


E. Intellectual Property; Proprietary Rights.


  1. General. The Platform contains copyrighted and proprietary subject matter. Your rights with respect to your use of the Platform are governed by all the terms and conditions of these Terms of Use, including the limited License granted hereunder, as well as all applicable laws, including intellectual property laws.

  2. Copyright. The Platform (including the compilation, selection, coordination, arrangement and enhancement of all Databases, Associated Software and Materials on the Platform) is the property of Company, its suppliers and/or its licensors, and is protected by U.S. and international copyright laws. You acknowledge that all such rights are valid and enforceable. You may not remove or obscure any copyright or other proprietary notices contained on the Platform.

  3. Trademark. You are not permitted to use any trade names, trademarks, service marks, trade dress and related logos of Company and its affiliated legal entities and licensors (collectively, the "Marks") unless you first receive prior written consent to do so from Company or the third party that may own such Marks.

  4. Patent. The Platform and/or portions thereof may be protected under patent law, and may be the subject of issued patents and/or pending patent applications.


F. Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement.


  1. Company has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "DMCA"), and reserves the right to avail itself of the protections under the DMCA. Company reserves the right to remove any content from the Platform, including any content alleged to infringe any third-party copyright. In appropriate circumstances, Company may terminate the access of Users who are copyright infringers. If you believe in good faith that any of the Materials hosted by Company on the Platform infringe your copyright, you (or your agent) may send to us written notice requesting that the allegedly infringing material be removed, or access to it be blocked.

  2. If you believe in good faith that a notice of copyright infringement has been wrongly filed with Company against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C § 512(c)(3) for details). Additional information regarding the DMCA, including the statutory language and related regulations, may be obtained from the United States Copyright Office,www.copyright.gov.

  3. Notices and counter-notices with respect to the Platform must be in writing and directed by email to DMCA@HarryFox.com and by regular mail to General Counsel/Copyright Agent, The Harry Fox Agency LLC, 40 Wall Street, 6th floor, New York, NY 10005, Attn: DMCA Notice. You may contact our agent by telephone at 212-922-3282. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.


G. Purchasing Services. Certain services made available through the Platform may require payment by credit card. If you wish to purchase such services, you will be asked by Company to supply certain information applicable to your purchase, including credit card and other information. You understand that any such information will be treated by Company in the manner described in its Privacy Policy. You agree that all information that you provide to Company will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. (For additional information regarding pricing, see Legal Notices Under California Law - Pricing Information below.)


H. Third Parties


  1. Third-Party Products and Services. From time to time, Company may have the opportunity to offer to you products and services from third-party vendors, including at discounted prices and through special arrangements. Please be aware, however, that Company cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about such products and services directly to the relevant vendor. Also, please note that, in some cases, Company may receive a referral fee or other consideration from the vendor for making the goods and services available to you. By taking advantage of the offer made available through Company, you are agreeing to any such fee or other arrangement.

  2. Third-Party Online Resources. The Platform may contain links to websites and other online resources of third parties that are not under Company's control. Company makes no representations of any kind regarding the content of such third-party online resources, and you hereby irrevocably waive any claim against Company with respect to such online resources. You agree that any time you access a third-party online resource that is linked through the Platform, you do so at your own risk. Company is not responsible for the accuracy or reliability of any information or materials contained on any third-party online resources. Company may make available links to other online resources merely as a convenience to you. Any comments regarding any third-party online resources should be directed to the entity whose website contains these materials or resources.

  3. DISCLAIMER. YOUR USE OF THIRD-PARTY WEBSITES AND OTHER THIRD-PARTY MATERIALS AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY WEBSITES, MATERIALS AND RESOURCES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY WEBSITES, MATERIALS AND RESOURCES).

  4. Linking to the Platform by Third Parties. A third-party website that links or seeks to link to the Platform: (1) may link to the home page of the Platform (or any other page that Company may designate from time to time), but not replicate any of the Materials; (2) may not create a browser, border or frame environment around the Platform's content; (3) may not imply that Company is endorsing it or its products; (4) may not misrepresent its relationship with Company, its publishers or licensees; (5) may not use any Company logo or other proprietary graphic or trademark as part of any link or otherwise without Company's express prior written permission; and (6) may not portray Company, its related legal entities, directors, officers, employees, publishers or licensees or their services in a false, misleading, derogatory, or otherwise offensive manner. A third-party website seeking to link to the Platform must not violate any laws, advocate unlawful activity or contain content that is not appropriate for all ages. Company expressly reserves the right to remove any links to the Platform or request that you remove any links to the Platform that are not in compliance with these Terms.


I. DISCLAIMER OF WARRANTIES.


  1. GENERAL DISCLAIMERS. COMPANY PROVIDES THE PLATFORM AND THE MATERIALS "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER(S) ON WHICH THE PLATFORM IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE, AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE PLATFORM, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM AND YOUR RELIANCE THEREON.

  2. Although we attempt to ensure the integrity of the Platform, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which the Platform's completeness or correctness is in question, please contact Company by mail at the address provided above or via Company's Contact Form and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on the Platform, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement above.

  3. Company hopes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting, or other professional advice on any subject matter. In addition, Company strives to provide accurate information, but Company is not engaged in providing legal, accounting, or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting, or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional.


J. DISCLAIMERS REGARDING THE DATABASES. DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO COMPANY BY COPYRIGHT OWNERS, LICENSEES AND OTHERS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH THE PLATFORM. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES.

In some cases, the copyright ownership information shown for a musical composition or sound recording may not reflect actual copyright ownership of such musical composition or sound recording, or may no longer be current. Musical compositions or sound recordings listed in a Database may not be fully represented or represented at all by Company, and may not be licensable through Company. The data contained in online licensing reports and statements may no longer be current at the time such data is accessed through the Platform.


K. LIMITATION OF LIABILITY.


  1. A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE PLATFORM; (2) THE UNAVAILABILITY OF THE PLATFORM, INCLUDING ANY FEATURES THEREOF; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF THE PLATFORM; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF THE PLATFORM OR YOUR DATA BY AN EMPLOYEE OF CUSTOMER OR BY ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD.

  2. "Covered Party" means (1) Company, its related legal entities, and any officer, director, employee, subcontractor, agent, representative, successor or assign of Company or its related legal entities; and (2) each third-party supplier of any portion of the Platform, their affiliates, and any officer, director, employee, subcontractor, agent, representative, successor or assign of any third-party supplier of materials or any of their affiliates.

  3. IN ADDITION TO THE MORE SPECIFIC LIMITATIONS OF ALL LIABILITY SET FORTH ABOVE, NO COVERED PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OR USE OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, NO COVERED PARTY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY SERVICES OR THIRD PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING THE PLATFORM. THE MAXIMUM AGGREGATE LIABILITY OF ALL COVERED PARTIES COLLECTIVELY, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE ON BEHALF OF BOTH COMPANY AND THE COVERED PARTIES.

  4. Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.


L. RELEASE OF LIABILITY. COMPANY ACTS MERELY AS AN INTERMEDIARY IN THE TRANSACTION PROCESS OR AN INTERMEDIARY ON BEHALF OF DISCLOSED COPYRIGHT OWNERS AS AN AGENT, AND IS NOT A PRINCIPAL IN ANY TRANSACTION BETWEEN A COPYRIGHT OWNER AND LICENSEE OR BETWEEN USERS AND THIRD PARTIES MAKING OFFERS AVAILABLE THROUGH THE PLATFORM. WHERE COMPANY HAS ACTED AS AN INTERMEDIARY, YOU HEREBY RELEASE COMPANY, ITS RELATED LEGAL ENTITIES, AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL, OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF ANY COPYRIGHT OWNER, LICENSEE, USER, OR THIRD PARTY THAT MAKES OFFERS AVAILABLE THROUGH THE PLATFORM, OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE OF SUCH USERS, INDIVIDUALS, OR ENTITIES.

TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."


M. Indemnification. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless any Covered Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys' fees) arising from, relating to, or resulting from (a) your breach or alleged breach of these Terms of Use, including any covenants, representations and warranties therein; (b) your access to, use, misuse, or alleged misuse of the Platform; or (c) your violation or alleged violation of any law or any rights of any third party.


N. Legal Notices Under California Law. Under California Civil Code Section § 1789.3, California residents are entitled to the following specific consumer rights information:


  1. Pricing Information. Current fees for our services may be obtained by contacting Company at the mailing address provided above or via Company's Contact Form. Company reserves the right to change its fees or to institute new fees at any time.

  2. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.


O. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Company is not responsible for implementing any parental control protections.


P. Miscellaneous. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and enforceable while reflecting to the greatest extent possible the original intent of the parties, and the remaining provisions shall be enforced pursuant to these Terms of Use. You agree that these Terms of Use and all agreements incorporated herein may be assigned by Company, in its sole discretion, to a third party. You may not assign these Terms of Use or any agreement incorporated herein without the prior written consent of Company. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of the text to which they pertain. Any use of the term "including" or variations thereof in these Terms of Use shall be construed as if followed by the phrase "without limitation." Company's failure to act with respect to a breach by you or others does not waive Company's right to act with respect to subsequent or similar breaches. These Terms of Use, and any additional terms or conditions set forth by Company in connection with specific services or features made available through the Platform, which are incorporated herein by reference, collectively set forth the entire understanding between you and Company with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, if you and Company have entered or enter into a separate written agreement with respect to any such specific services or features, then, solely with respect to such services or features, such separate agreement will control in the event of any irreconcilable conflict between the terms of such separate agreement and the terms of these Terms of Use. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


Q. Jurisdictional Issues. The Platform is controlled or operated (or both) from the United States, and is not intended to subject Company or any of its related legal entities, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the United States. Company does not represent or warrant that the Platform or any specific features or services that may be accessible through the Platform are appropriate or available for use in any particular jurisdiction. Those who choose to access the Platform and the entities that such individuals represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. Company may limit the availability of the Platform and/or specific features or services of the Platform with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion.


R. Applicable Law; Arbitration. The laws of the United States (including federal arbitration law) and the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use, and any dispute of any sort that might arise between you (including the entity you represent) and/or Company and/or any User or third party making an offer(s) through the Platform arising from or related to these Terms of Use. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE SOLELY BETWEEN YOU AND COMPANY, AND NOT TOGETHER WITH OR ON BEHALF OF ANY OTHER PARTIES; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Terms of Use. The Commercial Arbitration Rules are available online at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTG_004103&revision=latestreleased. Any in-person appearances will be held in New York County, New York State. The arbitrator's decision will follow the terms of these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.


S. Export Control Laws. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; (b) on any of the U.S. government lists of restricted end users.


PART 2: SUPPLEMENTAL TERMS FOR ALL REGISTERED USERS


In addition to all other applicable provisions of these Terms of Use, this Part 2 sets forth additional terms that apply to all Registered Users.


A. Access and Authority to Use Non-Public Portions of the Platform.


  1. Access. You may not access or use the Non-Public Portions unless you are a Registered User of the applicable Non-Public Portion. Your username and additional identifying information, including whether you or the entity you represent are a publisher, songwriter, copyright owner, or licensee, will govern which specific features of and information available through the Non-Public Portions you will be permitted to access and use, and you will comply with all applicable restrictions on your access to the Non-Public Portions imposed by Company from time to time. Certain individuals will be designated as Administrators (as defined below), and will be responsible for overseeing access of individuals within their entities to the Non-Public Portions. Please review Administrator Responsibilities below for additional information about the responsibilities of Administrators. The Non-Public Portions, like other areas of the Platform, are not intended for, and are not to be accessed by, minors.

  2. Your Account, Username and Password. You agree to use your username, password, and access to the Non-Public Portions only to conduct business on behalf of yourself (including, if applicable, the entity you represent). You further agree that you will not transmit, transfer, assign, or sell your username or password to any other person, even within your entity, or permit the use thereof by anyone else under any circumstance. Company will not be liable in the event of the loss of a username or password or the misuse by anyone of a username or password. It is your sole responsibility to secure and maintain your username and password and to keep current any personal or business information provided to Company. You agree that you will (1) log out and close down access to the Non-Public Portions at the end of each Non-Public Portions session; and (2) immediately notify your Administrator(s) (as defined below) of your loss, or any unauthorized use of, your username and/or password or account, or any other breach of security. You have the option to change your password as often as you wish by creating a new password. It is recommended that you change your password at least once every 60 days.

  3. Deactivation of Registered Users. Each of Company and your Administrator(s) has the right to deactivate or suspend you (or restrict your access rights) as a Registered User at any time for any reason, including for the reason that (1) you are terminating your employment with your entity; (2) your Registered User account will be inactive for an extended period of time; or (3) there is reason to believe that you have violated or will violate these Terms. Upon any deactivation of your account by Company or your Administrator(s), your License to the Non-Public Portions of the Platform will automatically terminate and you agree that you will cease use of the Non-Public Portions immediately.

  4. Administrator Responsibilities. Each User has designated or may designate at least one authorized individual to serve as its administrator for purposes of overseeing access of the User's authorized representatives to the Platform ("Administrator"). The Administrator will be responsible for creating and maintaining Registered User accounts, including distributing usernames and initial passwords to each Registered User. The Administrator will have access to the complete range of features and services available through the Non-Public Portions to Users, as applicable. The Administrator shall determine which features and services each Registered User may access by selecting and assigning one or more group-level permissions ("Groups") (descriptions of which are available to Administrators through the Non-Public Portions) to each Registered User based on each such Registered User's need and appropriateness to access specific Non-Public Portions features or services. Each Administrator is responsible for overseeing and monitoring access by its Registered Users to the Non-Public Portions. If you are an Administrator, you must deactivate Registered User accounts when Registered Users no longer require access to the Non-Public Portions for any reason, including because they are no longer employed by your entity, are on an extended leave of absence, or have violated these Terms. If you have reason to believe that a password is being misused by a Register must deactivate the account and notify Company immediately by email to the address provided to you when you registered for an account or by submitting an inquiry on Company's Contact Form. The Administrator(s), and the Users they represent, are solely responsible for the conduct of the individuals they authorize to access the Non-Public Portions on behalf of their entity. Although Company is not responsible for monitoring access to the Non-Public Portions by an entity's Registered Users, Company reserves the right to deactivate, suspend or restrict any Registered User's access to the Non-Public Portions at any time.

  5. Primary Administrator; Changing or Adding Administrators. The person initially designated to act as Administrator on behalf of an entity ("Primary Administrator") has the authority to designate one or more additional Administrators for their entity, who will have the same privileges and responsibilities as the Primary Administrator and who can, in turn, designate additional Administrators. The Primary Administrator must ensure that all Administrators agree to be bound by these Terms, including the provisions specifically applicable to Administrators. If there is any change with the Primary Administrator, Users are obligated to notify Company immediately by email to the address provided to you when you registered for an account or by submitting an inquiry on Company's Contact Form.

  6. Authority to Transact Business Through the Non-Public Portions. Each User, acting through its Administrator, by providing a username and password to an employee, representative or any other individual (including the Administrator) (1) represents and warrants that each person to whom it assigns to a Group with permission to request, approve or accept licenses or license terms, or to conduct other transactions on the entity's behalf, has authority to enter into binding agreements and licenses on behalf of such User; (2) represents and warrants that each person whom it assigns to a Group with permission to access or modify data involving such User has authority to obtain, review and/or modify such data; and (3) assumes full responsibility for all activities of such person in connection with the Non-Public Portions.


B. Electronic Delivery of Notices of Intention to Obtain a Compulsory License and Monthly and Annual Statements of Account. By requesting and accepting access to the Non-Public Portions (including by logging on at least one time to the Non-Public Portions), each Registered User (individually and on behalf of any individual or entity the Registered User represents) authorizes Company to deliver, and agrees to receive, any Notices of Intention to Obtain a Compulsory License ("NOIs") under Section 115 of the Copyright Act, 17 U.S.C. § 115, by way of electronic delivery, including by way of email or by way of posting to your online account. A Registered User may withdraw its consent for electronic delivery of NOIs by emailing clientservices@harryfox.com. Such withdrawal will be effective within thirty (30) days of receipt of the request. In addition, each Registered User (individually and on behalf of any individual or entity the Registered User represents) authorizes Company to deliver, and agrees to receive, any monthly statements of account and annual statements of account by way of electronic delivery, including by way of email or by way of posting to your online account.


C. Submissions and Third-Party Content. The Non-Public Portions may provide Users with certain functionalities to upload or transmit certain materials to the Non-Public Portions, in connection with licensing and other activities conducted through the Non-Public Portions. Subject to the terms of the Privacy Policy, you acknowledge and agree that Company may use, publicly display, and/or share such materials as appropriate in order to facilitate the conduct of business and provision of services through the Non-Public Portions and Company. You agree not to upload or transmit to the Non-Public Portions any content which (1) is libelous, defamatory, invasive of privacy, obscene, pornographic, abusive or threatening (it is, however, permissible to upload and reference bona fide names of songs, albums and artists); (2) violates or infringes any person's legal rights or the legal rights of any entity, including copyrights, trademarks, or trade secrets; (3) violates any law; (4) advocates any unlawful activity; (5) solicits funds, or otherwise advocates, for any entity, goods, or services; (6) contains any viruses, worms, Trojan horses, defects, time bombs, or other items of a harmful nature; (7) is inaccurate or misleading; or (8) implies or suggests that such content is endorsed by Company. You are solely responsible for any content you submit, and Company has no responsibility for any such content, including its legality, originality, reliability and/or appropriateness. You acknowledge and agree that Company has the right (but not the obligation) to monitor any submissions or materials transmitted through the Non-Public Portions, and to alter or remove any such materials, to disclose such materials to any third party in order to operate the Non-Public Portions properly and to comply with legal obligations or governmental requests.


D. Changes to Licenses. From time to time, a license requested to be issued or issued through the Platform may be updated or amended as a result of changes in the respective licensing interests and/or Company representation. In addition, Company reserves the right to amend or void a license in the event that Company determines such license to have been improperly issued, issued on the basis of a false, misleading or otherwise improper application and/or issued to a party not eligible to obtain licenses through Company.


E. Changes to Related Entities. In some cases Company may be notified of a change in the particular entities or catalogs owned or administered by, or related to, a User. Company reserves the right to make appropriate changes to its Databases and ongoing licensing practices to reflect such a change in relationship. For example and without limitation, in the case where a publisher is acquired or becomes administered by another publisher that acts as a "top level" publisher (i.e., controlling entity) according to Company's records, certain licensing authorizations of the newly acquired or administered publisher may be adjusted to reflect the licensing authorizations of the "top level" publisher, including without limitation any "opt-in" or "opt-out" authorizations of the "top level" publisher. In addition, if you become aware of any changes to any entities or catalogues owned or administered by you, you agree to promptly notify Company of such changes in writing.


PART 3: SUPPLEMENTAL TERMS FOR THE "LINK YOUR SONG" APPLICATION


In addition to all other applicable provisions of these Terms of Use, this Part 3 sets forth additional terms that apply to all Users of Link Your Song.


A. No Representations or Warranties. Company seeks to use commercially reasonable efforts to suggest potential matches, in connection with Link Your Song, between sound recordings and musical compositions that you own, in whole or in part. Notwithstanding the foregoing, Company makes no representations or warranties as to whether there will be any suggested potential matches, or as to the accuracy of any suggested potential match. By providing you with a list of potential matches, Company does not intend to suggest any actual match. Company relies on you to submit accurate information relevant to matches between a particular sound recording and a musical composition that you own, in whole or in part.


B. Certification. By clicking "CONFIRM" and notifying Company that a particular sound recording should be linked to a musical composition that you own, in whole or in part, you certify that the information you transmit is true and accurate.


PART 4: SUPPLEMENTAL TERMS FOR SONGFILE® AND ESYNCH®


In addition to all other applicable provisions of these Terms of Use, this Part 4 sets forth additional terms that apply to all Users of Songfile and eSynch, including any future versions thereof, and any other current or future music licensing operations operated or controlled by Company (the "Licensing Platforms").


A. Access and Authority to Use the Licensing Platforms.


  1. Access and Authority to Use the Licensing Platforms. Only those Registered Users who have accepted these Terms of Use by clicking on an "Agree" button and obtained a currently valid username and password to use any of the Licensing Platforms (thus becoming "Licensing Platform Users") may access and use the Licensing Platform licensing facilities. As a condition precedent to accessing the Licensing Platforms and obtaining licenses through the Licensing Platforms, respectively, you represent and warrant that you and any entities you purport to represent, including such entities' affiliates, (collectively "Your Represented Entities") are in good standing with Company, and that Your Represented Entities' privilege(s) of obtaining licenses from Company through other means or licensing applications has not been revoked, terminated, suspended, restricted, or placed on hold. In the event that any of Your Represented Entities are not in good standing with Company or Your Represented Entities' privilege(s) of obtaining licenses from Company through other means or licensing applications has been revoked, terminated, suspended, or placed on hold, you agree that any licenses obtained through the Licensing Platforms are void ab initio and of no force or effect.

  2. Deactivation of the Licensing Platform Users. Company has the right to deactivate or suspend you (or restrict your access rights) as a Licensing Platform User at any time for any reason, including without limitation for the reason that Company believes that you have violated or will violate these Terms of Use. Upon any deactivation of your Licensing Platform privileges by Company, your License to use the Licensing Platform licensing facilities will both automatically terminate and you agree that you will cease use of the Licensing Platforms immediately.

  3. Authority to Transact Business Through the Licensing Platforms. By accessing and conducting transactions through the Licensing Platforms, each Licensing Platform User is representing and agreeing that such Licensing Platform User has the full right and authority to engage in such transactions, including without limitation any associated credit card transactions, and to enter into binding licensing and other agreements, on such Licensing Platform User's own behalf and/or on behalf of any entity such Licensing Platform User purports to represent in connection with such transactions, and assumes full responsibility for all such transactions and agreements. Each Licensing Platform User further represents and agrees that such Licensing Platform User will review all license terms that will govern the license(s) requested by such Licensing Platform User through the Licensing Platforms, as applicable. Company may provide, in its sole discretion, a copy of licensing terms on the Platform.

  4. Licensing Platform Users may have the ability to access streams of songs made available on the Licensing Platform, but you may not download, copy, forward, or make any other use of a song unless you are expressly authorized to do so by Company. Songs streamed and downloaded from the Licensing Platforms may only be used for testing, presentation, and/or research with a view to possible usage by you as specified in your request for a license through the Licensing Platform.


By clicking "Accept" below, you, both individually and acting on behalf of any organization you may represent in connection with your use of Songfile or eSynch: (1) represent and warrant that you have the authority to enter into this agreement on behalf of any such organization; (2) represent and warrant that you are 18 years or older; (3) acknowledge that you have read and understand the above Terms of Use, including the HFA Privacy Policy (a copy of which is available by clicking the link above); and (4) agree that you and any organization you represent will be bound by all terms and conditions contained in the Terms of Use.


  Accept     Decline