NEW YORK ROCK EXCHANGE
TERMS AND CONDITIONS OF USE
Effective Date: September 25, 2014
We reserve the right to change the Terms and Conditions of Use at any time. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited, posting the revised Terms and Conditions of Use on this page. You acknowledge and agree that it is your responsibility to review the Terms and Conditions of Use periodically, and to be aware of any modifications. Your continued use of the Service after such modifications will constitute your acknowledgment of the modified Terms and Conditions of Use and agreement to abide and be bound by the modified Terms and Conditions of Use.
By using the Service, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Service does not violate any applicable law or regulation; and (e) you will at all times abide by these Terms and Conditions of Use.
To use any aspect of the Service, you may be required to register and provide certain information, including a member or user name, a password and a valid e-mail address (the “Account Information”). You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. By using the Service, you authorize us, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your identity and username or validate your New York Rock Exchange account information. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
Songshares are a unique collectible item of music memorabilia that provide certain benefits to those that purchase or acquire Songshares (“Shareholders”). Typically, a Songshare is a combination of goods and services, including, a limited edition Rock Certificate and certain Shareholder Rewards. Examples of Shareholder Rewards include limited edition t-shirts, online shareholder meetings, and One-Time Royalty Checks. Some Songshares also include a small Copyright Interest in the Song.
Although some aspects of the Service may resemble a “stock market” or “trading exchange,” Songshares are not “securities” (for example, investment contracts, stocks, bonds, notes, and certificates of interest) as that term is defined under federal, state, or any other law. Even when Shareholders receive a One-Time Royalty Check as a Shareholder Reward, the payment will not amount to the original purchase price – much less return a profit. Songshares that include a Copyright Interest in the Song specifically exclude any right to collect, receive, or request any income (e.g., royalties, license fees, etc.) derived from the Song’s copyright, including Your Copyright Interest. By using the Service, you acknowledge that you are not purchasing Songshares as a means of investment or with any expectation of profit derived from your purchase.
SONGSHARES ARE NOT CONSIDERED “SECURITIES” AND PURCHASERS OF SONGSHARES WILL NOT RECEIVE THE PROTECTION OF FEDERAL, STATE OR INTERNATIONAL SECURITIES LAWS WITH RESPECT TO THE OFFERING OR SALE OF SONGSHARES.
SONGSHARES ARE OFFERED FOR ENTERTAINMENT PURPOSES ONLY, AND DO NOT INCLUDE A FINANCIAL STAKE IN THE MUSIC.
INITIAL PUBLIC OFFERINGS
Generally, we will offer and sell Songshares through an Initial Public Offering (“IPO”) on the Service. For each IPO, we will determine the quantity of Songshares to produce and the quantity to offer for sale to the public. We will also determine the price at which each Songshare will be offered for sale. We will determine the maximum quantity of Songshares that can be offered for purchase (“Authorized Shares”). We will never sell more than the maximum quantity of Authorized Shares for a particular Songshare. We have taken extra precautions to reduce the likelihood that unauthorized Songshares will be released in to the marketplace. For instance, each valid Rock Certificate must contain a unique serial number and registration code through which the Shareholder can verify its authenticity on the website. However, despite our efforts, it is possible that unauthorized Songshares could reach the market due to the acts of third parties. We are neither responsible for such acts, nor for the fact that unauthorized Songshares are found in the marketplace as a result of such acts, and by using the Service, you release us and each of our affiliates from any liability with respect to such occurrences.
Availability: Each Songshare will be available for purchase on the Service on a “first come, first served” basis for a period of time determined solely by us (the “Availability Period”). We reserve the right to begin, suspend, and/or end the Availability Period at any time without prior notice to you. Additionally, please understand that simply initiating the ordering process does not secure or guarantee the availability of Songshares or your ability to purchase at the conclusion of the ordering process. We will not guarantee your purchase of a Songshare until you have successfully completed the ordering process by submitting appropriate payment and receiving confirmation from us.
Shipping Policies: Once an order is placed and confirmed, your order will ship via First Class Mail through the United States Postal Service. Depending on product availability, orders shipped within the United States usually arrive within 3-5 business days. International addresses should allow 2-3 weeks. If you’d like expedited shipping, please contact: firstname.lastname@example.org.
Accurate shipping address and phone number are required. Your signature may be required for delivery. However, you agree that any delivery confirmation provided by the carrier is deemed sufficient proof of delivery to the cardholder, even without a signature.
We will ship Rock Certificates in “mint” condition (which is defined, for purposes of Rock Certificates, as uncirculated with no more than minor flaws or imperfections) and with an authentication serial number on the Rock Certificate itself.
Return and Cancellation Policy: If you are unsatisfied with our product, you may return the Songshare (including the Rock Certificate and any Shareholder Rewards that have been received) within thirty days from the date that the product was originally shipped to you for a full refund. To obtain a full refund, and to receive specific return instructions, please send an e-mail to: email@example.com or call us at: 925-297-5333.
Chargeback Policy: All references to a “chargeback” refer to a reversal of a credit/debit card charge placed on www.newyorkrockexchange.com. There is no reason for a chargeback to ever be filed. If a credit is due, simply contact us and we will gladly issue it. Unnecessary chargebacks are theft and can be prosecuted. If you feel that your credit/debit card was used fraudulently on www.newyorkrockexchange.com, please contact us for immediate resolution by sending an e-mail to: firstname.lastname@example.org or call us at: 925-297-5333.
Ordering Disclaimer: Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. We reserve the right to accept or deny shipment to anyone for any reason. We reserve the right to require additional information before processing any order. If an order appears fraudulent in any way, we reserve the right to cancel the order, notify the card holder and the proper authorities.
Order Confirmation: If you do not receive a confirmation number (in the form of a confirmation page or e-mail) after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm with us whether or not your order has been placed. Only you may be aware of any problems that may occur during the purchase process. We will not be responsible for losses (monetary or otherwise) if you assume that an order was not placed because you failed to receive confirmation. If you have any issues during the ordering process, please contact email@example.com or call us at: 925-297-5333.
Purchase Limit: We reserve the right to impose a purchasing limit per customer, credit card, address, or other information in order to provide Songshares to as many users as possible. Purchasing limits vary depending on the anticipated demand for a particular Songshare.
To claim any Copyright Interest in the Song (if applicable) and/or Shareholder Rewards, the Songshare MUST BE REGISTERED WITHIN NINETY DAYS OF INITIAL PURCHASE at www.newyorkrockexchange.com using the registration code found on the Rock Certificate. We will have no obligation to provide Shareholder Rewards of any kind if the Songshare is not registered within ninety days of its initial purchase. If you have questions regarding Songshare registration or if your Songshare was not registered, please e-mail firstname.lastname@example.org.
Once registered, Songshares may be gifted, sold, or otherwise transferred by the purchaser. If you wish to sell your Songshare, you must transfer the Songshare registration at www.newyorkrockexchange.com in order for the new owner to receive any Copyright Interest in the Song (if applicable) and/or Shareholder Rewards that have not yet been awarded. In order to receive the transfer, the transferee must first create an account on the Service. If you are purchasing or otherwise obtaining a Songshare from someone other than us, we make no guarantee or representation regarding its authenticity, the delivery or condition of the Rock Certificate, or the availability of Shareholder Rewards. You understand that Copyright Interest in the Song (if applicable) and Shareholder Rewards will be awarded to the REGISTERED SHAREHOLDER, whether or not they possess the Rock Certificate. You agree that we will have no liability for claims in any way relating to the sale, purchase, or transfer of Songshares by others.
Songshares generally offer certain Shareholder Rewards made available exclusively to Shareholders. Shareholder Rewards may or may not be transferable. Please review the terms and conditions of the specific Shareholder Reward for more information.
ONE-TIME ROYALTY CHECK
Shareholder Royalties: Some Songshares come with a One-Time Royalty Check. In the typical scenario, we make a deal with the Artist whose Songshares are offered for sale on the Service where the Artist agrees to pay us a portion of their royalties for a period of time (the “Royalty Term”). We take those royalties and divide them up among the Shareholders based on how many Authorized Shares can be issued and sold.
Royalty Payments: At the end of the Royalty Term, we will endeavor to issue and mail a One-Time Royalty Check to the registered Shareholder using the registered Shareholder’s then-current Account Information. In most cases, you should receive your check within sixty days following the close of the Royalty Term.
For some Songshares, you may have the option to donate your Shareholder Royalties to a charity selected by the participating Artist. If you elect this charity option, you will not receive payment and we will pool your Shareholder Royalties with those of other Shareholders that select the charity option and deliver those funds to the charity, typically within ninety days of the close of the Royalty Term.
Some Songshares give Registered Shareholders the opportunity to own a small percentage of the musical composition or sound recording copyright (“Your Copyright Interest”) of a Song. To claim this benefit, YOUR SONGSHARE MUST BE REGISTERED. A purchased Songshare does not provide a Copyright Interest until that Songshare is registered.
In order to make this possible, we've entered into agreements to acquire the necessary copyright ownership rights, which we're passing on to Shareholders. Our ownership rights are subject to some very important restrictions and limitations. Which means Your Copyright Interest is too.
THERE ARE NO EXPLOITATION RIGHTS IN YOUR COPYRIGHT INTEREST. You do not have any right or authority to administer, control, or otherwise exploit the Song's copyright, including Your Copyright Interest.
THERE ARE NO FINANCIAL RIGHTS IN YOUR COPYRIGHT INTEREST. You do not have any right to collect, receive, or request any income (e.g., royalties, license fees, etc.) derived from the Song's copyright, including Your Copyright Interest.
THERE ARE NO ENFORCEMENT RIGHTS IN YOUR COPYRIGHT INTEREST. You do not have any right to prosecute, defend, settle, or otherwise compromise any claims, demands, or actions related to the Song's copyright, including Your Copyright Interest.
YOU CAN STILL BE SUED IF YOU INFRINGE. You can still be sued for infringement if you make unauthorized use of the Song's copyright, including Your Copyright Interest, irrespective of laws, rules, and/or regulations that would otherwise prevent a co-owner from taking legal action against another co-owner for infringement of the jointly owned work.
TRANSFER OR ASSIGNMENT OF YOUR COPYRIGHT INTEREST IS RESTRICTED. You may only assign Your Copyright Interest by transferring the Songshare registration at www.newyorkrockexchange.com. Any other attempted assignment of Your Copyright Interest is absolutely null and void, and will result in an immediate revocation of Your Copyright Interest.
YOUR COPYRIGHT INTEREST IS REVOCABLE. The New York Rock Exchange may revoke Your Copyright Interest at any time for any reason, with or without notice. Upon such revocation, Your Copyright Interest will automatically transfer and revert to the New York Rock Exchange by operation of law (i.e., voluntarily and without the necessity of a written instrument). You forever release and hold harmless the New York Rock Exchange, its successors, assigns, attorneys, agents, licensees, past and present officers, directors and any third parties furnished, engaged, or affiliated with the New York Rock Exchange (including participating artists), from any claims arising out of, or related to, the New York Rock Exchange's revocation rights relative to Your Copyright Interest.
NO PARTNERSHIP, SPONSORSHIP, OR AFFILIATION
Unless otherwise expressly stated in these Terms and Conditions of Use, or in additional terms and conditions of an individual Songshare provided to you at or before the time of purchase, the recording artists, record labels, music publishers, songwriters, producers, musicians, or any other third party related to the songs, recordings, or albums being offered as a Songshare in connection with the Service (including the website and/or other New York Rock Exchange sales), are not affiliated with, endorsing or otherwise connected with the New York Rock Exchange or Underground Labs, Inc.
INTELLECTUAL PROPERTY RIGHTS
Service Content: The content on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Materials on the Service are provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Service and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by us, including any use, copying, or distribution of third parties’ materials obtained through the Website for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.
No Transfer or License: Except when expressly stated otherwise, purchasing a particular Artist’s Songshare DOES NOT give you any ownership of control of the underlying intellectual property rights in and to any Materials or Marks of those connected with the Songshares.
THIRD PARTY INTERACTIONS
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activities, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the applicable third-party. We will have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. We do not endorse any sites on the Internet that are linked through our Service. We provide these links to you only as a matter of convenience, and in no event will we be responsible for any content, products, or other materials on or available from such sites.
You may not access or use the Service for any other purpose other than that for which we make it available. Certain activities, even if legal, may violate the common rules of etiquette governing online behavior, as determined by us in our sole discretion. Prohibited activity includes, but is not limited to: (a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets; (b) advertising to, or solicitation of, any user to buy or sell any products or services; (c) transmitting chain letters or junk e-mail to other users; (d) using any information obtained from the Service in order to contact, advertise to, solicit, or sell to any user or person without their prior explicit consent; (e) engaging in any automated use of the system, such as using scripts to add friends or send comments or messages; (f) interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the website; (g) attempting to impersonate another user, person or entity; (h) using the username of another user; (i) using a false e-mail address; (j) selling or otherwise transferring your profile; (k) using any information obtained from the Service in order to harass, abuse, or harm another person; and (l) using the Service in a manner inconsistent with any and all applicable laws and regulations.
You are granted a limited, non-exclusive, revocable and non-transferable license to utilize and access the website and the Service pursuant to the requirements and restrictions of the Terms and Conditions of Use. We may change, suspend, or discontinue any aspect of the Service at any time. We may also, without notice or liability, impose limits on certain features and services or restrict your access to all or portions of the Service. You will have no rights to the proprietary software and related documentation, if any, provided to you in order to access the Service. Except as provided in the Terms and Conditions of Use, you will have no right to directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve, or create any new or derivative works from, or display, distribute, perform, or in any way exploit the Service, or any of its contents (including Rock Certificates the website and any software) in whole or in part.
Price Fluctuation: Once offered to the public at the IPO price, we may vary the price of any given Songshare based on our sole business judgment. You acknowledge and accept that the price of a Songshare you purchased may be offered for sale to other purchasers at a higher or lower price than what you paid.
Costs and Access to Your Accounts: You are solely responsible for all costs incurred by you in using the Service. You agree to pay us for all charges at the prices then in effect for any Songshare purchased or other use of the Service which requires payment. You hereby authorize us to access your user account as necessary to effect the purchasing or trading of Songshares initiated via your user account.
Taxes: You are responsible for calculating and paying all taxes owed on all amounts received by you from using the Service.
Account Confidentiality: You agree that you will not allow others to use any aspect of your Account Information. You have responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. We will not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Underground Labs, Inc., its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
No Contact With or Action Against Participating Artists: By using this Service, you agree not to attempt, or permit others on your behalf to attempt, to contact the Artists whose likenesses are featured on the Songshares, or anyone affiliated with the Artists unless specifically invited to do so by us or the Artists. Likewise, you agree never to attempt or maintain an action against any participating Artist in connection with your use or their participation in, the Service.
Non-commercial Use by Users: The Service is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You shall not do the following without our express written consent: (i) make any unauthorized use of the Service, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail; and (ii) engage in unauthorized framing of or linking to the Service.
RIGHT TO MANAGE THE SERVICE AND TERMINATE USERS
Service Management: We reserve the right but do not have the obligation to: (i) monitor the Service for violations of this Agreement; (ii) take appropriate legal action against anyone who, in our sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities; (iii) in Service Provider’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s account or any portion thereof that may violate this Agreement or any of our other policies; or (iv) otherwise manage the Service in a manner designed to protect our and other’s rights and property and to facilitate the proper functioning of the Service.
Our Right to Terminate Users: WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE SERVICE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
If you are a copyright owner or the legal agent of a copyright owner, and you believe that any content on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by e-mailing: email@example.com.
All disputes arising out of or relating to the Terms and Conditions of Use (whether with us or a participating Artist and any person or entity affiliated with the participating Artist), including without limitation, Songshares, Shareholder Royalties, and Shareholder Rewards will be exclusively resolved under confidential binding arbitration held in San Francisco, California, before and in accordance with the rules of the American Arbitration Association. Notwithstanding the foregoing, we will have the right to seek injunctive relief to enforce the Terms and Conditions of Use or to stop or prevent an infringement of proprietary or other third party rights. In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in San Francisco, California. The Terms and Conditions of Use will be interpreted exclusively by California law.
User and Third Party Content: We are not responsible or liable in any manner for any User Content or Third Party Content displayed in connection with the Service. Although we provide rules for user conduct, we do not control and are not responsible for what users post, transmit or distribute through the Service and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter through the Service or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User.
Service Availability: The Service may be temporarily unavailable from time to time for maintenance or other reasons. We will have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any communications or any other content made available through the Service. Under no circumstances will we be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use products or services provided to Shareholders.
No Warranties Except as Required by Law: EXCEPT AS OTHERWISE REQUIRED BY LAW, THE SERVICE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND WE AND OUR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SOFTWARE, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation on Liability: IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED OR OBTAINED THROUGH, OR DOWNLOADED FROM THE SERVICE, EVEN IF WE ARE AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
Waiver: The Service may be temporarily unavailable from time to time for maintenance or other reasons. We will have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any communications or any other content made available through the Service. Under no circumstances will we be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use products or services provided to Shareholders.
Severability: You agree that if any of the provisions or requirements contained in the Terms and Conditions of Use are determined by a competent authority to be unenforceable, all other provisions and requirements contained in the Terms and Conditions of Use will continue in full force and effect.
The Terms and Conditions of Use and any additional terms specifically incorporated by reference, constitutes the entire agreement between you and us regarding the use of the Service.
If you ever have any questions about our information sharing practices, you may contact us by sending an e-mail to: firstname.lastname@example.org.