Terms of Service

1. Terms and Conditions

   New Music Research Inc ("NMR") is a Tennessee based company with offices located at 112 Public Square East, Shelbyville, TN 37160, and is the owner and operator of the webpages at http://www.songness.com ("Our Site"). NMR provides a unique method of promoting music for new, independent, and unsigned artists by using market research to help connect audiences to music predicted to be most liked by them. NMR further allows audiences to purchase music they like.

   The following is a legally binding agreement ("Agreement"), when accepted by You (whether in the capacity of an individual User, band, artist or customer of at least 14 years of age or a group, company or corporation or an authorized agent for any of the forgone) that sets forth the terms of Your use of Our Site. This Agreement is between You (as set out above) and Us (NMR Inc.).You are only authorized to Use Our Site, if You agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement carefully and ensure You understand its provisions.

   By clicking on the "I AGREE" button below, You will become a party to, and will be bound by this Agreement. This Agreement will take effect on the date within which You click the "I AGREE" button below.

   NMR may with or without notice discontinue Our Site or any part thereof, or may prevent Your Use of Our Site. You agree that You do not have any rights in Our Site subject to section 3 below. And that NMR will have no liability to You if Our Site is discontinued or Your ability to access Our Site is terminated. If You do not agree with the terms of this Agreement, You should immediately discontinue all Use of Our Site.

2. Our Sites Content

   www.songness.com and all its web pages contain content that will be referred to as "Our Sites Content". Our Sites Content includes but is not limited to Photographs, logos, artwork, graphics, webpage frames, music, digitally downloadable files and all imagery uploaded by Us onto Our Site. Our Sites Content is protected by copyright, trademark, patent, trade secret and other applicable laws. NMR maintains ownership and retains all rights in Our Sites Content.

   NMR hereby grants You a limited, revocable, nonsublicensable license to reproduce and display Our Sites Content (excluding any software code) solely for Your personal Use only in connection with viewing and Using the services made available to You through Our Site.

3. Content Uploaded by You

   You will maintain full ownership in all content uploaded by You ("Your Content") onto Our Site, subject to license in section 4. Your Content includes but is not limited to Your name, titles of Your albums, names of Your songs, Your record company's name, album artwork, any text, photographs and all music that You upload onto Our Site. NMR does not claim any ownership in Your Content. By posting Your Content on Our Site, You agree to grant to NMR a limited license to Use Your Content as described in this Agreement. You may Use Your Content in any way You choose subject to Our terms and conditions and to the license terms below in section 4.

   NMR reserves the right, in its sole discretion, to reject, restrict, refuse to post or remove any posting by You or to deny restrict, suspend or terminate Your access to all or any part of Our Site at any time for any or no reason, with or without prior notice or explanation, and without liability. NMR expressly reserves the right to remove any or all of Your Content and/or deny, restrict, suspend, or terminate Your access to Our Site if NMR determines in its sole discretion that You have violated this Agreement or pose a threat to NMR or other Users of Our Site.

4. Terms of License

   You hereby appoint Us as Your authorized agent for the sale of Your Content. The rights that are granted by You to Us are non-exclusive. By acting as Your agent You hereby grant Us permission to sell, and deliver digitally, as individual tracks, or albums, all of Your Content uploaded by You onto Our Site.

   Further, by uploading, displaying or publishing Your Content onto Our Site, You hereby grant to Us for Use on Our Site a limited, non-exclusive, worldwide, fully-paid, royalty free (Meaning that NMR is under no obligation to pay You for the Use of Your Content on Our Site subject to section 9) and worldwide license to:

   1. Use, alter, publicly perform, publicly display and reproduce, any or all of Your Content without the requirement to make any payment to any third party or the need to seek any third party permission. This license includes but is not limited to the right to host, index, cache, distribute, and tag any of Your Content in any media format and through any media channels;
   2. Allow Users of Our Site and employees of NMR to listen to, analyze, rate, and recommend, any of Your Content either in full or by listening to a portion of Your Content. Registered Users are permitted to listen to a song up to ten times all the way through, non-registered users are permitted to receive a song recommendation, and listen to the song without registering, as inducement to join Songness for additional but more controlled music access.
      UP TO 300 COPIES OF EACH SONG MAY BE GIVEN AWAY BY NMR AND SONGNESS FREE AND WITHOUT RELATED PAYMENT AS INCENTIVE FOR PROVIDING RATINGS OF SONGS. IN RETURN, YOU WILL RECEIVE A FREE REPORT ABOUT THE CHARACTERISTICS OF THE POTENTIAL AUDIENCE FOR YOUR SONGS THAT HAVE RECEIVED A SUFFICIENT NUMBER OF RATINGS.
   3. Use, publish and exploit all results from the analysis of Users and NMR employees of their rating of any or all of Your Content;
   4. Make available to all Users of Our Site, streaming samples of any or all of Your Content to promote the sale of Your Content;
   5. Stream any or all of Your Content, either on demand or as a part of an internet radio service;
   6. Use any or all of Your Content in any marketing material for the sale, promotion and advertising of Your Content which is offered for sale on Our Site (For example an artist or band name and likeness may be Used in an informational passage to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation and/or sale of Your Content).

5. Authorization to upload Your Content

   You represent and warrant that:

   1. You are solely responsible for all of Your Content, its truth, accuracy and the consequences of posting Your Content throughout Our Site;
   2. You own all of Your Content displayed, published or posted by You on or throughout Our Site or You otherwise have the right to grant the license set forth in section 4;
   3. The posting or uploading of Your Content on or throughout Our Site does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity, or slander, defame, or libel any other person;
   4. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any of Your Content posted by You on or throughout Our Site;
   5. Except for Your Content, You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Submitted Content appearing on Our Site;
   6. Your Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of terms contained in this section, may be subject to criminal and civil liability. NMR reserves all rights and remedies against any User who violates this Agreement;
   7. You understand and acknowledge that Your Content is solely Your responsibility, and that NMR is not responsible for Your Content. Opinions expressed in Your Content do not necessarily reflect the opinions of NMR, and NMR does not endorse and has no control over Your Content. Your Content is not necessarily reviewed by NMR prior to posting and NMR makes no warranties, express or implied, as to the Content submitted by You or other Users of Our Site or to the accuracy and reliability of Content submitted by You or other Users of Our Site;
   8. The nature of Our Site is interactive and public. By posting Your Content on Our Site, You understand and acknowledge that any uploaded material will not be treated as confidential or proprietary.

6. By Using Our Site You agree not to

   1. Share or transfer Your password or other access information set by You in order for You to access Your account on Our Site, with any other party, temporarily or permanently. You shall bear sole responsibility for all Use of Your account on Our Site and for the confidentiality of Your password for Your account on Our Site;
   2. Make Use of any technology or take any initiative by any means with the intent to destroy, disrupt or interfere with the normal operation of Our Site;
   3. Copy, Use, reproduce, alter, distribute or publicly display any content other than Your Content that is posted on Our Site without the express permission of NMR. This includes, but is not limited to, your commitment not to record or "rip" songs, nor to play or distribute them, if you have not first purchased those songs, or been expressly permitted by NMR to download and keep those songs. If You are a trademark or copyright owner and You believe that Your trademark or copyright rights have been violated, please go to Our Contact Us link and follow the instructions at that area;
   4. Interfere with the rating or recommending of Your or other Content by Users or by NMR in any way, or interfere with communication made by Users to NMR;
   5. Post content on Our Site that is in any way inappropriate, offensive and/or promotes racism, bigotry, hatred, physical harm of any kind against any group or individual;
   6. Post content on Our Site that harasses or threatens others, exploits anyone in a sexual manner, contains nudity, excessive violence or that contains links to adult websites of any kind;
   7. Solicit personal information such as passwords or personal identifying information for commercial, unlawful or any Use, through the Use of Our Site. In particular You will not solicit any information from anyone under 18 through Our Site;
   8. Post anything on Our Site that You know to be false or misleading or promotes illegal activity of any kind;
   9. Post anything on Our Site that has been obtained illegally, such as pirated computer programs or links to them, or that informs others how to circumvent manufacturer-installed copy-protect devices, or that constitutes pirated music or links to pirated music files;
   10. Post anything on Our Site that advances or promotes any criminal activity or schools or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, or providing or creating computer viruses;
   11. Post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that You are under a contractual obligation to keep private or confidential. You agree that You will not impersonate any person or organization, including without limitation, the personnel of NMR. You further agree that You will not misrepresent an affiliation with another person or organization;
   12. Post anything on Our Site that involves commercial activities and/or sales without prior written consent from NMR such as contests, sweepstakes, advertising, or pyramid schemes;
   13. Post any content on Our Site that contains business solicitation of any type, including advertising a product or service, offering a product or service for sale unless approved by NMR in writing or expressly by the terms of this Agreement;
   14. Post a photograph or video of another person that You have posted on Our Site without that person's consent;
   15. Post any sexually suggestive imagery or any other unfair, misleading or deceptive Content onto Our Site for the purpose of obtaining a higher ranking from Users;
   16. Rent, lease, loan, sell or resell any rights obtained throughout this Agreement or any of Our Sites Content;
   17. Impersonate any entity, falsely claim affiliation with any person or entity, or access any other Users account within Our Site without their permission;
   18. Remove, circumvent, disable, damage or otherwise interfere with security-related features of Our Site;
   19. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Our Site, unless otherwise permitted by law;
   20. Interfere with or disrupt the servers or networks connected to Our Site, or disobey any requirements, procedures, policies or regulations of networks connected to Our Site. NMR may delete any Content on Our Site that in the sole judgment of NMR violates any law or this Agreement.

7. Other Users Contents Disclaimer.

   When Using Our Site You will be exposed to Content from a variety of sources. NMR is not responsible for the accuracy, Usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that You may be exposed to content that is indecent, offensive or inaccurate and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against NMR with respect thereto. NMR does not endorse any Artist Content or any opinion, recommendation or advice expressed therein, and NMR expressly disclaims any and all liability in connection with such Content. If notified of Content that allegedly does not conform to This Agreement, NMR may look into the allegation and determine in its sole discretion whether to remove the Content, which it reserves the right to do at any time and without notice.

   NMR does not necessarily screen any materials posted on Our Site. If You believe that something on Our Site violates the terms of this Agreement, please email Us at info@songness.com.

8. Criminal Activity

   NMR retains the right to investigate any User and/or report any User of Our Site to the appropriate government authority if in its sole discretion it has reason to believe that the User is involved in any way in criminal activity and/or is furthering that activity in any way through the Use of Our Site.

9. Payments to You

   1. We shall pay You an amount equal to the entire sale price of Your Content less 19 cents per song that we receive from purchasers for the sale of Your Content. All accounting details will be available and updated regularly in the Users online account. (Our Site is currently in a beta phase, is not yet selling songs, and is expected to begin selling songs in October 2008. The initial sales price will be $0.99 per song. Later, You will be able to vary it within ranges, or offer it for free, at Your discretion.)
   2. NMR will pay out the amount payable referred to in section 9a, to the person named on the account in Our Site. Payments will be made through electronic means only, and will be paid out monthly. Payouts will be made only for those accounts with a balance over $20.
   3. You will retain the right to affiliate with a performances rights society and soundexchange.com or other entity to collect monies that may be payable to You for the public performance Your Content.
   4. You agree that the amount payable to You is inclusive of any songwriter royalties or so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction. e. You acknowledge that NMR reserves the right to change its fees (if any) from time to time without notice (see section 14 below).

10. Right to withdraw Your Content

    You shall have the right at any time upon written notice to Us to withdraw Your Content from Our Site as well as withdraw further authorization for the sale or other Uses of Your Content on Our Site, upon 72 after Our receipt of Your notice. You must provide this notice to Us in writing delivered by the US Postal Service. (This reduces the chances of malicious interference by others in Your relationship with Us.) This will not limit in any way the rights of Users who have acquired Your Content legally.

11. Digital Millennium Copyright Act

    NMR has utmost respect for artists rights and it is NMR's policy to respond to informers regarding notices of alleged infringement that comply with the Digital Millennium Copyright Act (the "DMCA"). Please note that NMR will promptly terminate without notice any Users account on or Our Site as well as terminate any access a User has to Our Site if that User is determined by NMR to be a "repeat infringer".

    A repeat infringer is a User of Our Site who has been notified by NMR of infringing activity violations more than once and/or who has had any or all of their contents (that has been uploaded to Our Site) removed from Our Site more than once. If You believe Your Content has been copied and posted on Our Site in a way that constitutes copyright infringement, please send NMR a notification of that infringement with the following information:

    1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a list of all such works;
    2. Identification of the claimed infringing material and information reasonably sufficient to permit Us to locate the material on Our Site;
    3. Information reasonably sufficient to permit NMR to contact You, such as an address, telephone number, and, if available, an email address;
    4. A statement by You that You have a good faith belief that the disputed Use is not authorized by the copyright owner, its agent, or the law;
    5. A statement by You, made under penalty of perjury, that the above information in Your notification is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf; and
    6. Your physical or electronic signature. NMR for notification of a claimed infringement can be reached as follows: Copyright department, NMR Inc., 112 Public Square East, Suite 2-A, Shelbyville, TN 37160; Facsimile: 931-684-9797; Attn: Copyright department. NMR for notification of a claimed infringement can also be contacted by emailing NMR at info@songness.com. For more information regarding the DMCA or copyright law in general you may visit www.copyright.gov.

12. Your obligations as a User who rates songs by other artists

    On Our Site, You may be given the opportunity to review and rate or rank content that has been posted on Our Site. You are solely responsible for Your ratings, rankings and reviews, which must adhere to all terms of this Agreement.

13. Privacy – incorporation by reference

    Use of Our Site is also governed by Our Privacy Policy, which is incorporated into this Agreement by this reference

14. Modification, Termination and Effect of Termination

    We reserve the right to change, modify, add to or remove all or part of this Agreement at any time and without notice. Please check these terms and any guidelines periodically for changes. Your continued Use of Our Site after the posting by Us of such changes constitutes Your binding acceptance of such changes. For any material changes to this Agreement such amended terms will automatically be effective thirty days after they are initially posted on Our Site. NMR will always make a reasonable effort to notify You if we do change this Agreement.

    In the event that You do not consent to any such proposed changes Your sole recourse shall be to terminate the changed term of this Agreement by written notice to Us, and Your failure to do so within thirty (30) days of the date of any such change to Our terms shall constitute Your acceptance of such changes.

    The expiration of the Term of this Agreement shall not relieve either You or Us from respective obligations incurred prior to the expiration of this Agreement. Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.

15. Indemnification

    You and any relevant third party agree to indemnify, and hold NMR, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your Use or misuse of Our Site, any violation by You of this Agreement, or any breach of the representations, warranties, and covenants made by You herein. NMR reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify NMR, and You agree to cooperate with NMR's defense of these claims. NMR will Use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

16. Limitation on Liability

    In no event shall NMR be liable to You or any third party for any general, direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from Your Use of Our Site, even if NMR has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, NMR's liability to You for any cause whatsoever and regardless of the form of the action, will at all times be limited to $100. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; as a result, the above limitation or exclusion may not apply to You.

    THIS SITE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. NMR WILL UNDER NO CIRCUMSTANCE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULTS FROM INACCURACIES, OVERSIGHT, MISTAKES, INTERRUPTIONS, DELETION OF FILES, MISCALCULATIONS, FLAWS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND NMR'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE'S RECORDS, PROGRAMS, OR SERVICES.

17. Additional Representations and Warranties of the Parties

    You represent and warrant that You have full authority to enter into and fully perform Your obligations under this Agreement and You have obtained all necessary third-party consents, licenses and permissions necessary to do so. You represent and warrant that You shall not act in any manner which conflicts or interferes with any existing commitment or obligation that You are party too, and that no Agreement previously entered into by Yourself will interfere with Your obligations under this Agreement.

    You represent and warrants that You shall perform Your obligation under this Agreement in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over Your performance.

    Our Site may contain links to other websites not maintained by or related to NMR. Such links are provided as a service to You and other Users of Our Site, and are not sponsored by or affiliated with Our Site or NMR and NMR makes no representations or warranties about the content, comprehensiveness, or accuracy of those third party websites. Information You submit at a third party's website that is accessible from Our Site is subject to the terms of that websites privacy policy and NMR has no control over how Your information is collected, Used or otherwise handled.

18. Miscellaneous Provisions

    You agree and acknowledge that the relationship between You and NMR is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee. This Agreement contains Your entire understanding relating to the Use of Our Site, and replaces all previous Agreements or arrangements between You and NMR relating to the Use of Our Site, including but not limited to the sale of Your Content. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.

    If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or void, such determination shall not affect any other provision hereof, and the unenforceable or void provision shall be replaced by an enforceable provision that most closely meets the commercial intent of You and NMR.

    If NMR fails to act with respect to a breach by You or anyone else's breach on any occasion, NMR is not waiving its right to act with respect to future or similar breaches.

    The failure of NMR to comply with the Terms and Conditions of this Agreement because of an Act of God, including but not limited to war, earthquake, fire, riot, terrorism, hurricane, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of NMR, shall not be deemed a breach of these terms.

    This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of You and NMR.

    Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by You upon registration with Our Site, or as properly updated.

    This Agreement shall be governed and interpreted in accordance with the internal laws of the State of Tennessee applicable to Agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws.

    To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

    The titles Used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement is for the sole benefit of You and NMR and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Software that may be available in connection with Our Site is further subject to United States export controls. No software may be downloaded from Our Site or otherwise exported or re-exported in violation of U.S. export laws. Downloading or Using the software is at Your sole risk.

    If You read this Agreement and agree to all of the provisions contained above, click on the "I Agree" button as indicated.