Terms & Conditions

Terms & Conditions

Terms & Conditions
For the purposes of identification, any reference to Songzfactory and/or Songzfactory page shall include Smithfield Digital, and any affiliates and/or partners associated with the Songzfactory website. The ‘Customer’ is the individual, group or entity whose name and email address and/or location have been submitted to the Songzfactory site, and the ‘Artist/Musician’ is the individual, group or entity representing the artist/musician’s interests, as submitted by artist name, email address, and location, to the Songzfactory site. The ‘Customer’ and ‘Artist/Musician’, and any and all visitors to the site may hereafter be referred to as ‘users of the site’, or the ‘user’, or the ‘site user(s).The following terms apply to all users of the Songzfactory website/facebook page.It is fully understood and agreed:

That if any visitors to the page/site, or any page/site users find any aspect of the Songzfactory page/site to be disagreeable in any regard, then the above mentioned people should leave the site, and

a.     A) That all music customers have been required to accept all of the terms and conditions contained in the TERMS OF USE and CUSTOMER AGREEMENT prior to downloading any content from the site.

b.    B) That all artists/musicians have accepted all of the terms and conditions contained in the musician agreement prior to uploading material and content to the site, as follows:

Songzfactory Artist/Musician Agreement

For the purposes of this agreement, any reference to Songzfactory shall also include all individuals, companies, and/ or affiliates associated with this page/site

1. Upload limitations:
I/we am/are the artist/musician(s) or band, or company, or management agency, or representative responsible for and with full authority to administer the content of material to be uploaded to the Songzfactory site/email inbox/supporting platforms (e.g.radio station) from the email address and/or the location as submitted to Songzfactory, and/or the site’s uploading capability.

I/we warrant that all materials uploaded will not contain any violent content, provocative content of socially unacceptable standards, graphic or explicit or implied adult or child pornographic content, inflammatory racial or religious bias or content, hate crime, criminal behaviour, or exploitive content, or any content deemed by Nigerian judicial standards to be criminally offensive or inappropriate in any manner whatsoever. Furthermore, any and all responsibility, legal or otherwise, for the content of all materials submitted to, or made available to all site users through any means, be it through site related services, or through provisions to me/us for access to any and all offsite services or activities, or other, by me/us to Songzfactory, or through Songzfactory, for me/us (client(s)), and/or my/our representative(s), shall be borne entirely by me/us, or by her/him/them. I/we absolve Songzfactory of any and all liability in this regard.

2. Upload format:
Songzfactory requires that all music uploads to be submitted to the site, for placement as content on the site, shall be in MP3 format only, and that such uploaded music shall remain to be submitted in 128 bit rate parameters, and that each single music upload shall not exceed 1 megabytes of file size. For simplification, lower bit rate (digital information) uploads and downloads, have a less superior sound quality then a higher bit rate musical presentation will have. It is generally regarded that a 128 bit rate is perfectly acceptable by most listeners. A 320 bit rate will be welcomed by the most discriminating listener, especially for classical compositions. Bear in mind that a lower bit rate music submission uploads and downloads at a much quicker rate than a higher bit rate submission. Songzfactory offers the bit rate to best suit delivery to listeners.

It is a further requirement that any and all artists/musicians, or their representative(s), shall immediately review, and continue to monitor, the content, quality, and legality of all content uploads to the site, and of the subsequent quality, content, and legality of the auto-generated sample (described below) resulting from any upload, which sample will be available on the site for marketing purposes without purchase and will be publicly available.

Failure to comply with the above requirements may result in the deletion of the uploaded material, or, if deemed necessary, in the sole discretion of Songzfactory, the deletion of the entire account, without compensation.

I/we shall forever hold harmless and indemnify Songzfactory of any and all liability in this regard.

3. Music Samples:
Songzfactory, as part of its site format, may be producing auto-generated samples derived from complete song uploads as provided for by the artist(s)/musician(s) or their representative(s), to the site. Samples and/or full presentation will be available to the other site users, and to site visitors, prior to the purchase of music downloads from the site by Songzfactory customers. The length of each sample will be determined by the file size and bit rate of the originating MP3 full song upload.

Songzfactory makes no warranty of any kind regarding the presentation of any sample, or its representation of the full song upload, given the operations of the auto-edit parameters. Should a sample or full song be perceived to be of inadequate length or quality, then it is recommended that the relevant song is deleted or requested to be deleted, and re-uploaded in lower bit rate resolution for increased length of sample, or higher bit rate for superior sound quality.

I/we shall forever hold harmless and indemnify Songzfactory of any and all Liability in this regard.

4. DRM exclusions:
I/we am/are aware that Songzfactory will not be protecting, by DRM (Digital Rights Management), any material submitted to the site, and that any and all material submitted is subject only to an honour system requested from and contractually agreed to by customers on the site, which customers have been provided with our terms of use, and who have legally verified an agreement regarding same prior to registering with Songzfactory. I understand that while Songzfactory uses security measures as it sees fit and exercises its best efforts to protect my content from illegal download or other use, I/we accept that all submissions are uploaded to the Songzfactory site solely at my/our risk and liability. I/we release Songzfactory of any and all liability in this regard.

5. Contracts:
Any existing contract(s) or requirements that may be in place between me/us and third parties such as record companies, agents, and/or managers, or governing bodies, or other web sites, or service provider(s), or any and all agreements which may conflict with usage of this site, supersedes this agreement with Songzfactory, and any dispute that may arise out of my/our use of this site shall be resolved solely by me/us at my/our own expense.

Further, any dispute between band members, and/or me/us and management agencies, and /or me/us and any of my/our representative(s), regardless of the nature of said dispute, shall also be resolved solely at my/our expense, and that any and liability I/we may be subject to as a result of my/our use of this site, regardless of the nature of such liability, shall not in any way involve Songzfactory. I/we release and forever discharge Songzfactory and it affiliate of any and all liability in this regard.

6. Songzfactory obligations:
Songzfactory has no obligations to me/us apart from those specifically described herein, and there are no other warranties, representations or undertakings of any kind from Songzfactory to me/us, including any expectations with respect to the level of any sales of my content through the site.

7. Copyright:
I/we agree to submit uploaded material to the Songzfactory site that in no way interferes with the copyright and/or other rights of third parties. I/we represent and warrant that the material and/or content that I/we upload is free of viruses, is reproducible, is not the subject matter of exclusive reproduction, administration or sale rights of any third party, does not infringe any rights of any third party and is not in violation of any law of my country of residence. My/our content does not include any uncleared samples. All credits and other information I/we have supplied in connection with my/our content is true and accurate. I/we warrant that we have taken all steps we deem necessary to copyright or otherwise protect the content I/we are uploading, or, in lieu thereof, I acknowledge that I bear all risks in connection with any infringement of my content as a result, directly or indirectly, of my/our use of the site.

8. Right to cancel:
Songzfactory reserves the right to cancel this, and/or any other agreement or arrangement with me/us, at any time without notice, provided that a settling of financial accounts with me/us shall occur within 60 days of said cancellation.

It is understood by Songzfactory that I/we shall also have the right to cancel this agreement and/or any other business agreement or arrangement between Songzfactory and me/us at any time by following all instructions accurately on the Songzfactory ‘Cancel Account’ section of the site.

9. Mastering rights:
It is agreed that all music masters, and music and lyric copyrights submitted to the Songzfactory site for uploading and/or downloading purposes, is either owned outright by the musician(s) , or is permitted by agreement with another provider, company, agency, or other, to be shared on the Songzfactory site. I/we absolve Songzfactory of any and all liability in this regard.

10. Agreement Entirety:
It is fully understood that there are no other agreements or offers in place, either implied or construed, than those listed above.

11. Indemnity:
With respect to all representations, warranties, releases, covenants, promises and acknowledgments I/we have made in this agreement, I/we hereby hold harmless and fully indemnify Songzfactory from and against any liability, including costs, damages, fees, that Songzfactory may suffer as a result of my/our breach of any such representations, warranties, releases, covenants, promises and/or acknowledgments.

a.     That adherence to all of the terms above, and of the terms to follow, constitute an agreement, and are a condition of usage of the Songzfactory site by all users of the site.

b.    That all minimum age requirements must be met by users of the site in accordance with the laws in force in the jurisdiction of the user’s place of residence, as referred to and/or submitted to the Songzfactory site.

c.     That there are no warranties, expressed or implied, by Songzfactory, as to the quality, content, or suitability for any purpose whatsoever or legality of any materials either uploaded to, or downloaded from the site, such factors being contingent entirely upon the quality and content of material uploaded to the site by the musician, and upon the laws governing downloaded materials in the jurisdiction of the customer.

d.    That there exists a moral and ethical duty by all users of the site to report in strict confidence any instances of fraud, abusive, immoral, or illegal content, or spam, to Songzfactory, as provided for by the ‘report abuse’ buttons situated on each relevant page, and that Songzfactory is bound by any existing and/or future laws of the Province of Ontario, and the federal laws of Canada, including those that may require Songzfactory to provide so-called “notice and notice.”

e.    That Songzfactory may, in its sole discretion, terminate a user’s account, and similarily, that the user of the site may cancel their account with Songzfactory at any time.

f.      That Songzfactory, in its sole discretion, may alter, delete, or add to the features and/or services provided for on the site, and and charges intrinsic to the site upon providing 30 days notice, by email, to the address of the users of the site as submitted to Songzfactory.

g.    That any and all musicians using the site are operating strictly as independent contractors, and are not employees of Songzfactory in any manner, nor is there any partnership arrangement of any nature between the musician(s) and Songzfactory, and, as such, any and all musicians or their representatives, are responsible for reporting any and all of their own income and /or expenses connected with their use of the site to their appropriate governing bodies in the user’s jurisdiction as necessary.

h.    That if any agreement(s) exist between a user of the site and another person, company, representative or entity of any nature, that may conflict with the agreement in place between that user and Songzfactory, then any dispute that may arise as a result of such conflict shall be resolved solely at the expense of the user, and such user hereby holds harmless and indemnifies Songzfactory from and against any and all liability in this regard.

i.      That Songzfactory is a community-based website that allows for commercial arrangements between Songzfactory, the customer, and the musician vis-a-vis the customer and musician agreements, the Privacy Policy, and the Terms as set out herein.

j.      That all reasonable efforts have been made by Songzfactory to conform to the legal standards as required by Nigerian laws, and, as such, should any breach of these laws occur as a result of negligence, misrepresentation, illegal gain, or deliberate or accidental contravention by any user(s) of the site, then any and all such user(s) of the site hereby hold harmless and indemnify Songzfactory from and against any and all liability in this regard.

k.     That Smithfield Digital Ng, unders songzfactory operated is the owner of the Songzfactory page/site and the Songzfactory trade-marks and names, excluding any material submitted and owned by the submitting user, and is protected under the Nigerian Copyright Act and international treaties.

l.      That there does not exist any contractual arrangement or fiduciary duty to promote site content and/or artist/musician profiles, and, concurrently, that any material uploaded to the site may be used by Songzfactory, without compensation or notification to the submitter of same, for Songzfactory’s own promotional purposes, and there may be featured music on the site based on download sale statistics or other.

m.   That any and all information and or material or content submitted or uploaded to the site, shall remain the exclusive property of the submitting user, and that updating of relevant information is the sole responsibility of the submitting user, and that all information, material and content submitted to the site is warranted to be legal, non-infringing of third party rights, accurate and true, and is subject to verification and/or remedial action if necessary

n.    That links provided on the Songzfactory page/site are for interest only. Information and content contained on any linked sites is not reviewed regularily by Songzfactory, and the terms and conditions, including privacy policies, of those linked sites govern any site user’s use of those linked sites. Views expressed on any linked site are not necessarily those of Songzfactory. No link is meant to communicate that there is a formal relationship of any nature or any endorsement as between Songzfactory and the linked site.

o.    That if any content or feature available on, or available through the Songzfactory site is found or perceived to be contra-indicative by any person or persons regarding any of the terms herein, or of any third party interest, then the sole responsibility of Songzfactory, when informed of such matters, shall be limited to the discretionary decision by Songzfactory to delete the content and/or account pertaining to the matter of contention.

p.    That any and all site visitors and site users, and by extension, any third party interest, shall forever hold harmless and indemnify Songzfactory of any and all liability regarding any usage of the site, or its’ features, links, content, trademarks, copyrights, or for any of its user’s activities, both on-site or off-site, or for any matter which may impact on the Songzfactory site, or on the Songzfactory name’s reputation or standing, or on the financial wellbeing of the Ontario, Canada company operating under the name of Songzfactory, on any level, at any time.

q.    That the Songzfactory Privacy Policy has been read and accepted by the user

 

Privacy Policy
Our privacy policy has been developed to meet the compliance standards established by International’s Personal Information Protection and Electronic Documents Act (“PIPEDA”).We recognize that you are concerned about how personal information you provide on-line is maintained and used by Songzfactory. To address these concerns and to demonstrate our company commitment to privacy we have developed and implemented this privacy policy so you will know how we gather, and provide, information. Please review our privacy policy from time to time as we may update or change it periodically.

Consent
Your knowledge and consent are required for the collection, use or disclosure of your personally identifiable information except where required or permitted by law.Such personally identifiable information may include your name, location, e-mail address, company name and/or telephone numbers, et cetera (collectively referred to herein as “Personal Information”).We will never sell, transfer, or disclose any Personal Information we gather at our page/web site to any third parties without your prior consent, except in cases when we believe in good faith that we have a legal obligation to disclose such Personal Information.We collect Personal Information from visitors to our site solely on a voluntary basis and we never require that this Personal Information be provided in order to gain access to our site.Limiting

Collection
The Personal Information we collect is limited to those details necessary for those purposes set out in “Identifying Purposes” below. We collect information only through fair and lawful means.

Limiting Use, Disclosure and Retention
We will use your Personal Information only for the purpose for which it was collected (as set out in “Identifying Purposes” below) unless you have otherwise specifically consented, or when it is required or permitted by law.

Your Personal Information will be retained only for the period of time required to fulfill the purpose for which it was collected (set out in “Identifying Purposes” below).

Identifying Purposes
We always identify before or at the time Personal Information is collected the purposes for which the information is required.

We collect Personal Information primarily for the following reasons:

1.    administrating our site, namely, permitting customers to purchase and download music uploaded by member musicians;

2.    informing customers and musicians about developments to our site and our services, including special promotions, where relevant;

3.    responding to specific customer and/or musician inquiries; and

4.    occasionally, to perform our own market research for internal purposes only.

Accuracy
We will maintain your Personal Information in as accurate, complete and up-to-date form as is necessary to fulfill the purposes for which it is to be used.

Safeguarding Customer Information
We will protect your Personal Information by employing security safeguards that meet the industry standards for similar sites from time to time.

Client Access
Upon your request, you shall be informed of the existence, use and disclosure of your Personal Information, and you will be given access to your own Personal Information. You may verify the accuracy and completeness of your Personal Information, and may request that it be amended, if appropriate. Upon such request, we will amend your Personal Information accordingly.

Handling Customer Complaints and Suggestions
You may direct any questions or enquires with respect to our privacy principles outlined above or about our practices by contacting “Songzfactory Privacy Officer” at the e-mail address songzfactory@gmail.com

Accountability
We will maintain and protect your Personal Information under our control.