NOTE TO KIDS UNDER 13 YEARS OF AGE: THE MIDOMI SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the midomi Service. Talk to your parents about what sites are appropriate for you.
2. Individual Features and Services. When using the midomi Service, you will be subject to any additional posted guidelines or rules applicable to specific media, music, services, promotions, contests, competitions, and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
4. Ownership; Proprietary Rights. The midomi Service is owned and operated by SoundHound. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the midomi Service that are provided by the midomi Service ("midomi Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, midomi Materials do not include User Submissions or any other content owned by and submitted by midomi Users to the midomi Service. All midomi Materials contained on the midomi Service are the copyrighted property of SoundHound, its subsidiaries, parent companies, affiliated companies and third-party licensors, as applicable. All trademarks, service marks, and trade names are proprietary to SoundHound, its subsidiaries, parent companies, affiliated companies and third-party licensors, as applicable. Except as expressly authorized by SoundHound, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the midomi Materials.
5. Monitoring Users and Content. We do not control the content posted by Users and do not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you submit on the midomi Service. If at any time, we choose, in our sole discretion, to monitor the content, we nonetheless assume no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.
6. User Submissions. The midomi Service may permit the submission and posting of media, music, audio and video recordings, tags, music reviews and comments, or any other content submitted by you and other users ("User Submissions"), and the display, playback, sale, hosting, sharing, and/or publishing of such User Submissions. You understand that regardless of whether or not such User Submissions are displayed, played back, published, hosted, shared and/or sold, we do not guarantee any confidentiality with respect to any User Submissions.
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize SoundHound to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by SoundHound and these Terms, and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by SoundHound and these Terms.
For clarity, you shall retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to the midomi Service, you hereby grant SoundHound, its subsidiaries, parent companies and affiliated companies a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable, and transferable license to use, sell, reproduce, distribute, prepare derivative works of, display, perform, and/or otherwise exploit your User Submissions in connection with the midomi Service and SoundHound' (or its subsidiaries', parent companies' or affiliated companies' and any of their respective successors', or other entities) business, including without limiting the generality of the foregoing, for promoting and redistributing part or all of the midomi Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant to each user of the midomi Service a non-exclusive license to access your User Submissions through the midomi Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions only to the extent as permitted by the functionality of the midomi Service and these Terms. If you desire midomi to prevent other Users from accessing your User Submissions, please remove them as allowed for in the midomi Service. However, we cannot guarantee that your User Submissions will be completely removed from midomi, nor that other midomi Users will not misuse any content that you supply. In particular, you should be aware that you will not be able to delete any contributions you may make to any forums, chat rooms, or other venues sponsored by midomi. Additionally, by submitting User Submissions to midomi, you hereby grant SoundHound, its subsidiaries, parent companies and affiliated companies a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, transferable and sublicensable license to use your User Submissions for research and internal purposes and reproduce and distribute through caching in connection with the midomi Service and SoundHound' (or its subsidiaries', parent companies' or affiliated companies' and any of their respective successors', or other entities) business either before or after you or midomi have removed your User Submission(s) from the midomi Service for public access.
In connection with User Submissions, you further agree that you will not: (i) submit material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant midomi and SoundHound all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage SoundHound or any third party; (iii) submit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; or (iv) post advertisements or solicitations of business. midomi does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and SoundHound expressly disclaims any and all liability in connection with User Submissions. If notified by a user or a content owner of a User Submission that allegedly does not conform to these Terms, SoundHound may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submission, which it reserves the right to do at any time. Additionally, SoundHound may, at any time, remove any User Submission that in the sole judgment of SoundHound violates this Agreement.
You understand that when using the midomi Service you will be exposed to User Submissions from a variety of sources, and that SoundHound is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SoundHound with respect thereto, and agree to indemnify and hold SoundHound, its owners/operators, subsidiaries, parent companies, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the midomi Service.
midomi permits you to link to your own User Submissions hosted on the midomi Service or User Submissions of other third parties available on the midomi Service for personal, non-commercial purposes only. You understand that the User Submissions, whether or not linked or embedded into other websites, are provided to you only on an "as-available" basis and SoundHound does not guarantee that their availability will be uninterrupted or bug free. SoundHound reserves the right to discontinue any aspect of the midomi Service at any time, including the right to discontinue the display of any User Submissions or linked or embedded content either generally or specifically.
7. Prohibited Uses. As a condition of your use of the midomi Service, you will not use the midomi Service for any purpose that is unlawful or prohibited by these Terms. Access to the midomi Materials and the midomi Service from territories where their contents are illegal is strictly prohibited. midomi Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
Any use by User of any of the midomi Materials other than for private, non-commercial use is strictly prohibited.
You may not use the midomi Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use of the midomi Service. You may not intentionally interfere with or damage the operation of the midomi Service or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the midomi Service, features that prevent or restrict the use or copying of any content accessible through the midomi Service, or features that enforce limitations on the use of the midomi Service. You may not attempt to gain unauthorized access to the midomi Service, or any part of it, other accounts, computer systems or networks connected to the midomi Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the midomi Service or any activities conducted on the midomi Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the midomi Service. You agree neither to modify the midomi Service in any manner or form, nor to use modified versions of the midomi Service, including (without limitation) for the purpose of obtaining unauthorized access to the midomi Service.
The midomi Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the midomi Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the midomi Service.
You may not utilize framing techniques to enclose any trademark, logo, or other midomi Materials without our express written consent. You may not use any meta tags or any other "hidden text" utilizing midomi's name or trademarks without our express written consent.
You may not deep-link to the midomi Service and will promptly remove any links that SoundHound finds objectionable in its sole discretion. You may not use any midomi logos, graphics, or trademarks as part of the link without our express written consent.
You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
8. Account Information. You agree that the information you provide to SoundHound upon purchase or member registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.
9. Password. When you create a user profile, record a song, evaluate the songs of others, enter a contest if applicable, purchase or download media and music or upload new media you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit, or charge card number), you will immediately notify SoundHound. You may be liable for the losses incurred by SoundHound or others due to any unauthorized use of your account.
10. User Communications. Under these Terms, you consent to receive communications from midomi electronically. We will communicate with you by email or by posting notices on the midomi Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
11. User Service. Assistance with Orders; Feedback. Please visit our Contact Us information page for further assistance.
12. Availability of Products; Purchases. SoundHound may make changes to or discontinue any of the media, music, contests if applicable, web communities, products, or services available within the midomi Service at any time, and without notice. The media, music, products, or services on the midomi Service may be out of date, and SoundHound makes no commitment to update these materials on the midomi Service.
Except as otherwise set forth herein, regardless of the use of the word "purchase," all content offered for download or other electronic delivery are offered for license, not purchase or sale, and are subject to these Terms and any other license terms and conditions applicable to such content, including limitations imposed by the use of digital rights management technology. Your request to "purchase" particular content by downloading or other electronic delivery is personal to you, and the content may not be used, sold, rented, transferred, licensed, or otherwise provided to any other individual. Licenses to use such content include only those rights explicitly stated in any midomi Service content usage rules or in the applicable ownership, license terms, or usage rules accompanying the particular content, and, for the avoidance of doubt, do not include the right to create a derivative works, to make copies other than for your own personal use, or to use the content in any commercial manner.
13. Payment Terms. All payments must be made by credit card or through PayPal. We do not accept cash, checks, or any other payment form. You agree to pay for all products and services that you purchase through the midomi Service, and we may charge your selected payment method for any such payments. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and notify midomi if your selected payment method is cancelled (e.g., for loss or theft).
You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the outstanding dollar amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the midomi Service, including, but not limited to, sales, use, or value-added taxes. To the extent SoundHound is obligated to collect such taxes, the applicable tax will be added to your billing account.
14. Returns; No Refunds. All media, music, products, and services downloaded or sold and all subscriptions purchased on the midomi Service are final and nonrefundable.
15. Notice. Except as explicitly stated otherwise, legal notices shall be served on SoundHound national registered agent or to the email address you provide to midomi during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.
16. Member Disagreements. You alone are responsible for your involvement with other Users. SoundHound reserves the right, but has no obligation, to monitor disagreements between you and other Users.
17. Violations; Termination. You agree that SoundHound, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have at the midomi Service or your use of the midomi Service, and remove and discard all or any part of your account or any User Submission, at any time. SoundHound may also in its sole discretion and at any time discontinue providing access to the midomi Service, or any part thereof, with or without notice. You agree that any termination of your access to the midomi Service or any account you may have or portion thereof may be effected without prior notice, and you agree that SoundHound shall not be liable to you or any third-party for any such termination. SoundHound does not permit copyright infringing activities on the midomi Service, and reserves the right to terminate access to the midomi Service, and remove all content submitted, by any persons who are found to be repeat infringers. A repeat infringer is a User who has been notified of infringing activity more than once and has had any User Submission removed from the midomi Service more than once. We reserve the right to decide whether any User Submission is appropriate and can remove such User Submission or terminate a User's access at any time without prior notice and at our sole discretion. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the midomi Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies SoundHound may have at law or in equity.
18. Disclaimers; No Warranties.
THE MIDOMI SERVICE AND ANY THIRD-PARTY MUSIC, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE midomi SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOUNDHOUND, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
SOUNDHOUND, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MIDOMI SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MIDOMI SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SOUNDHOUND, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MIDOMI SERVICE IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SOUNDHOUND NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, PURCHASE, OR OTHERWISE OBTAIN MEDIA, MUSIC, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE MIDOMI SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
19. Indemnification; Hold Harmless; Release. You agree to indemnify, hold harmless and release SoundHound, its stockholders, subsidiaries, parent companies and its affiliated companies, and its suppliers and partners, from any claims, losses, damages, liabilities, including attorney's fees, arising out of (i) your use or misuse of the midomi Service, (ii) violation of these Terms, (iii) violation of the rights of any other person or entity, (iv) the display, playback, publishing, hosting, sharing and/or selling of any User Submissions, or (v) any breach of the foregoing representations, warranties, and covenants. SoundHound reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
20. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SOUNDHOUND OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE MIDOMI MATERIALS ON THE MIDOMI SERVICE, THE MIDOMI SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH MIDOMI, EVEN IF MIDOMI OR A MIDOMI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SOUNDHOUND' LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL SOUNDHOUND OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MIDOMI SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE MIDOMI SERVICE OR FOR YOUR PURCHASES OR DOWNLOADS FROM THE MIDOMI SERVICE DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN SOUNDHOUND AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE MIDOMI SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE MIDOMI SERVICE.
21. Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and believe that any User Submission or other content hosted on the midomi Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the midomi Service are covered by a single notification, a representative list of such works from the midomi Service;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit midomi to locate the material;
4. Information reasonably sufficient to permit midomi to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SoundHound' designated Copyright Agent can be contacted by sending an email to [email protected] For clarity, only DMCA notices should go to the midomi Copyright Agent; any other feedback, comments, requests for technical support, or other communications should be directed to midomi customer service at Contact Us You acknowledge that if you fail to comply with all of the requirements of this Section 21 your DMCA notice may not be valid.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the midomi Service shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SoundHound without restriction.
Survival. Sections 3, 4, 5, 14, 16, 17, 18, 19, 20, and 21 will survive any termination of these Terms.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by SoundHound as set forth in Section 3 above.
Claims. YOU AND SoundHound AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE midomi SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Disclosures. The services hereunder are offered by SoundHound Inc., located at 3979 Freedom Circle, Suite 400, Santa Clara, CA 95054, email: [email protected], telephone: (408) 441-3200. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.