Terms and Conditions
These terms of use (“TOU”), in conjunction with our Privacy Policy, set out the terms and conditions under which VNUE INC (“VNUE”) grants you permission to use the VNUE platform (“LP”). For the purposes of the TOU, “LP” includes our website, apps, all corresponding support and interactions with you, and all music, information, pictures, graphics, upgrades and other content, features and services available in the LP. If you don’t accept these terms, don’t use the LP.
1. License to use the LP
VNUE grants you the non-exclusive, non-transferable, non-sublicensable, limited license to use the LP for your personal, non-commercial use subject at all times to your compliance with this TOU, the Privacy Policy and all applicable laws, rules, executive orders and regulations. VNUE may require you to pay a fee for a license to use certain content on the LP. VNUE may, at its sole and absolute discretion, modify, cancel or add features or functionality to the LP at any time with or without notice or any liability to you.
2. Are there things I can’t do?
You are expressly prohibited from the following conduct:
• Collecting or using information contained in the LP for any purpose that is not authorized by VNUE.
• Using any portion of the LP except as expressly authorized.
• Reproducing, duplicating, copying, selling or reselling any part of the LP for personal or commercial purposes. All such transfers or sales are null and void.
• Using viruses or any other technology to disrupt, interfere with or damage the LP.
• Modifying, creating derivative works from, reverse engineering, decompiling or disassembling any materials, technology or other mechanisms used in the LP.
• Using data mining, robots, spiders or other similar data gathering and extraction tools.
• Taking part in any activity that violates VNUE ’s intellectual property rights.
• Engaging in any activity that interferes with another user’s ability to use or enjoy the LP.
• Assisting or encouraging any activity prohibited by the TOU.
• Impersonating another person or entity to gain access to the LP.
• Transporting or exporting any portion of the LP (directly or indirectly) into any country forbidden to receive such material by any U.S., European Union or other applicable export laws or accompanying regulations.
3. When does my license end?
Your license to use the LP ends on the earliest of the following: (a) you delete your user account; (b) you uninstall the VNUE app; (c) you attempt to circumvent any technical protection measures used in LP; (d) you violate the TOU or Privacy Policy; or (e) VNUE terminates your License (which VNUE is free to do at its sole discretion). Upon termination, VNUE may delete any materials you have submitted to the LP, your user account and all previous purchases of content on the LP, and VNUE will have no liability to you or any third party for doing so.
4. What does VNUE own?
The LP. The LP and all content therein is the property of VNUE or its respective licensors and affiliates. “VNUE” and all related trademarks (including, without limitation, graphics, logos, page headers, button icons, scripts and service names) displayed on or within the LP (“Marks”) are trademarks of VNUE or its respective licensors and affiliates. Your use of the Marks must be approved in writing by VNUE. You are not acquiring any underlying right, title or interest in or to any portion of the LP by using the LP.
User-generated content. The LP may allow you to create content, including, but not limited to, photos, screenshots or videos. In exchange for use of the LP you hereby grant VNUE an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide license to use your contributions in any way and for any purpose without any further notice or compensation to you. If not expressly prohibited by mandatory legislation, you waive any moral rights of paternity, publication, reputation, or attribution with respect to your contributions. This license grant to VNUE, and the above waiver of any applicable moral rights, survives any termination of this TOU. All rights not specifically granted in the TOU are reserved by VNUE.
Feedback. VNUE does not accept unsolicited feedback about the LP or other aspects of VNUE ’s business. If you provide VNUE with any unsolicited or solicited comments, information, ideas, questions, suggestions, ideas, or any other materials including, without limitation, via forms, surveys, comment boards, online forums, contest entries, communications, or any other method (“Feedback”), VNUE will be free to use the Feedback for any purpose without compensation to you. By submitting Feedback, you hereby grant VNUE an irrevocable, royalty-free, worldwide, perpetual right and license to use such Feedback for any purpose and hereby waive any right to bring any claim or action against VNUE arising out of or in connection with VNUE ’s use of Feedback.
5. Do I need an Internet connection?
In order for certain features of the LP to operate properly (e.g. to access content, its online features, downloading updates, authentication, etc.) you may be required to have and maintain an adequate internet connection. If you do not have online access, then the LP or certain features of the LP may not operate or may cease to function properly, either in whole or in part until such time as you regain internet access.
6. What is not covered by the TOU?
Third-Party Service Providers. Your use of the LP may be subject to third-party terms and conditions and privacy policies, including but not limited to application stores, advertisers, analytics providers, on-line platforms and social networking services. VNUE is not liable for any such third-party terms and conditions and any third party’s use of your personal information. By accepting our TOU you must also accept the terms of our partners and third party vendors in order to have access to certain features and functionalities of the LP. If you do not accept these terms, you understand that you may not use the LP.
Third-Party Optional Services. VNUE may also offer access to third-party products and/or services through the LP (“Third Party Services”). VNUE does not control Third-Party Services, and you assume all risks associated with the use of any such Third Party Services. Your rights regarding Third-Party Services may be governed by separate terms of use provided by the applicable Third Party Services provider. VNUE may also provide hyperlinks to other websites over which VNUE has no control (“Third-Party Sites”). VNUE is not responsible for the availability of Third-Party Sites and is not responsible or liable for any content, advertising, products, or other materials on or available from Third-Party Sites.
7. What if I find my work on the LP and I haven’t given permission for its use?
If you believe material on the LP infringes an intellectual property right you own or control in a work, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent (by email at copyright@vnue.com) or by snail mail at VNUE INC c/o KRC&L, 104 West, 11th Floor, New York NY 10001:
A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
Identification, and information reasonably sufficient to permit VNUE to locate the specific material that is claimed to be infringing or to be the subject of infringing activity;
Your contact information, such as an address, telephone number, and e-mail; a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
VNUE ’s policy is to remove material from the LP if VNUE has received proper notice that the material infringes on the owner’s copyright. For all other, non-copyright protected, intellectual property, VNUE ’s policy is to remove material from the LP if VNUE has received proper notice from an intellectual property owner or their agent that the material is infringing and VNUE reasonably determines that the material is in fact infringing the owner’s intellectual property rights. VNUE recommends that you seek advice from your own lawyer to confirm your obligations to provide a valid notice of claimed infringement. Additionally, VNUE recommends that you seek advice from your own lawyer to confirm your obligations to provide a valid notice of claimed infringement.
It is against the law to falsely claim copyright infringement (see 17 U.S.C. § 512). VNUE reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
8. Someone claims that the material I put up on the LP infringers their rights. What happens now?
If you receive a notification from VNUE that material made available by you on or through the LP has been the subject of a Notification of Claimed Infringement, then you will have the right to provide VNUE with what is called a “Counter Notification.” VNUE recommends that you seek advice from your own lawyer to confirm your obligations to provide a Counter Notification. If you send a Counter Notification it must be in writing and conform to the notice provisions above, and include substantially the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which VNUE may be found, and that you will accept service of process from the person who provided notification under Section 12 above or an agent of such person.
9. What happens if I have a dispute with VNUE? Please read this carefully. It affects your rights.
You Consent to Arbitration. YOUR USE OF THE LP IS CONTINGENT UPON YOUR AGREEMENT TO ARBITRATION FOR ANY CLAIM BY YOU EXCEEDING $5,000. CLAIMS BY YOU IN THE AMOUNT OF $5,000 OR LESS WILL BE RESOLVED IN SMALL CLAIMS COURT. ARBITRATION (OR SMALL CLAIMS COURT OR EQUITABLE RELIEF BY VNUE, IF APPLICABLE) IS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION FOR ALL DISPUTES AND CLAIMS BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE LP. Arbitration is more informal than a lawsuit in court because a neutral arbitrator listens to claims and demands instead of a judge or jury. Arbitration allows for more limited discovery than in court, is subject to very limited review by courts, and arbitrators have the authority to award the same damages and other requested relief that a court can award. If you have any questions about arbitration, www.adr.org is a helpful resource.
Arbitration Process. If you intend to seek arbitration, you must first send to VNUE a written notice of your intent to arbitrate (a “Notice”) in accordance with Section 12 of this TOU. Any Notice must: (i) describe the nature and basis of the Claims; and (ii) set forth the specific relief sought (the “Demand”). If you and VNUE are unable to resolve the Claim within 30 days after the Notice is received, you or VNUE may commence an arbitration proceeding as set forth below or file a Claim in small claims court. For the avoidance of doubt, VNUE reserves all rights in law and equity and maintains the right to pursue claims against you by any means permitted by law.
Arbitration Administration. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the designated AAA address.
Arbitration Proceeding. The arbitration will be conducted in English. A single independent and impartial arbitrator who has experience in digital media entertainment and/or music licensing will be appointed pursuant to the Rules, as modified herein. You will comply with the following rules, which are intended to streamline the arbitration process and reduce the costs and burdens on the parties: (i) the arbitration and all matters related to the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not allow any more than 1 deposition per party, both of which must be completed within 6 weeks after the arbitrator sets the case schedule; (iii) motion practice will be limited to 2 motions per arbitration, and any motions will be limited to 3 pages, barring extenuating circumstances; (iv) production of discovery documents will be limited to sources used in the ordinary course of business, and neither party will be required to restore backup tapes, erased, damaged or fragmented data, archived data or data normally deleted in the ordinary course of business; and (v) the arbitrator will ensure that the cost and burden of any discovery is not disproportionate to the likely importance of the requested materials and will limit discovery to documents that are directly relevant to the significant issues in the case during the time frame for which the dispute pertains.
Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days one time, but only in the event of extenuating circumstances. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Subject to confidentiality provision, the award of the arbitrator will be in writing and will include a statement setting forth the specific reasons for the disposition of any claim. The arbitrator will apply the laws of the State of Washington in conducting the arbitration. You acknowledge that this TOU and your use of the LP evidences a transaction involving interstate commerce. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Actions. AS A CONDITION FOR USING THE LP, YOU MAY ONLY BRING CLAIMS AGAINST VNUE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Applicable Law. This TOU and your use of the LP will be governed by the laws of the State of Washington without reference to its choice or conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply. Only in the event of a small claims court action or if the arbitration clause is deemed to be null and void will disputes arising between you and VNUE under this TOU be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington and you hereby submit to the personal jurisdiction and venue of these courts in such instances.
Equitable Relief. You acknowledge that, in the event of a breach of this TOU by VNUE or any third party, the damage or harm, if any, caused to you is not sufficient to entitle you to seek injunctive or other equitable relief against VNUE, and your only remedy will be set forth in the arbitration provisions (or small claims provisions) of this TOU subject to the limitations of liability set forth in this TOU. The provisions of this Section do not apply to any claim in which VNUE seeks equitable relief of any kind. You agree that your infringement of VNUE or any third party’s intellectual property rights may subject VNUE and such third party to irreparable harm for which damages may not be sufficient, and VNUE may seek equitable relief of any kind it deems necessary without the need to post a bond.
Time Limit on Claims. Notwithstanding any other rights you may have under law or equity, any Claims by you arising out of or related to this TOU or your use of the LP (excluding Claims for indemnification) must commence within 1 year after the cause of action giving rise to a Claim happens. Claims that are instigated after this time frame will be barred.
Improperly Filed Claims. Any claims that you bring against VNUE must be resolved as set forth in this Section 9. Claims that are brought against VNUE in a manner that does not comply with this Section 9 will be considered improperly filed, entitling VNUE to recover actual attorneys’ fees and costs if VNUE notifies you in writing of the improperly filed Claim.
10. DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS.
THE LP IS PROVIDED “AS IS” AND “AS AVAILABLE”. VNUE DOES NOT REPRESENT OR WARRANT THAT THE LP WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, FREE OF INACCURACIES OR ERRORS, WILL MEET YOUR REQUIREMENTS, BE SUITABLE FOR YOUR PURPOSES, OR WILL OPERATE IN THE CONFIGURATION OR WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED BY VNUE TO THE MAXIMUM EXTENT PERMITTED BY LAW. VNUE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE LP, INFORMATION, CONTENT, COMMUNICATIONS, MATERIALS, OR PRODUCTS AND SERVICES OFFERED WITHIN THE LP. YOUR USE OF THE LP IS AT YOUR SOLE RISK. VNUE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE LP INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. CERTAIN JURISDICTIONS 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 MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT WILL THE LIABILITY OF VNUE IN CONNECTION WITH THIS TOU EXCEED $100.
11. Indemnification.
You will indemnify and hold VNUE, its employees, representatives, agents, affiliates, directors, officers, managers, shareholders, affiliates and licensees (the “VNUE Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any claim, demand or action (“Claim”) brought against any of the VNUE Parties arising out of, or in connection with, your use of the LP in breach of this TOU or the Privacy Policy. If you are required to indemnify VNUE for a Claim, VNUE reserves the right to control the defense, settlement, and/or resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without VNUE ’s express written permission, or such settlement or resolution will be deemed void.
12. Notice.
All notices under the TOU will be in writing and delivered to VNUE by: (a) U.S. mail; (b) overnight courier; or (c) e-mail. VNUE ’s notices should be directed to: VNUE INC c/o KRC&L, 104 West, 11th Floor, New York NY 10001 or legal@vnue.com. If VNUE provides any notices to you, it will use the contact information you have provided (it is your responsibility to keep your contact information current). All notices will be considered received as follows: (x) if by delivery by U.S. mail, 7 business days after dispatch; (y) if by overnight courier, on the date receipt is confirmed by such courier service; or (z) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that e-mail communication will satisfy this requirement.
13. Miscellaneous.
This TOU and Privacy Policy (all of which are incorporated herein by reference) constitute the complete and final agreement between you and VNUE with respect to your use of the LP, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. You and VNUE are independent parties and nothing in this TOU is intended to create an agency, partnership, joint venture, or employee-employer relationship. If any of this TOU is deemed invalid, void, or for any reason unenforceable, that change will be deemed severable and will not affect the validity and enforceability of any unchanged portions of this TOU. The failure of either party to enforce any right or provision in this TOU will not constitute a waiver of such right or provision. The headings used in this TOU are for convenience only, do not constitute a part of this TOU, and will not be deemed to limit or affect any of the provisions hereof.