Terms of Service

Introduction

These Terms of Service govern the use of the online music service “SonicLake” provided by Songpool Oy (Business ID 2756701-5) available at www.soniclake.com as well as the use of the Recordings available for license on the Service.

Songpool Oy reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. Changes will be notified to all Customers (as defined below) on the SonicLake website (www.soniclake.com). Continued use of the Service and/or Recordings by Customer following the posting of changes will imply that Customer accepts and agrees to the changes.

If you are accepting these Terms of Service on behalf of your employer or another entity, you hereby represent and warrant that: (i) you have the required authority to registrate to the Service on behalf of Customer and to commit Customer to the License Fees (as defined below) and to these Terms of Service; and (ii) you have read and understand these Terms of Service.

By clicking the “I agree” button in connection with the registration to the Service, Customer agrees to abide by these Terms of Service. If Customer does not agree to these Terms of Service, it shall not use the Service or the Recordings.

As part of the registration to the Service and relating to the use of the Service and the Recordings Customer shall select either the Blanket License or the Single Song License. If Customer selects the Single Song License Customer shall also indicate the number of Recordings and the purposes of use to be covered by the Selected License. If Customer selects the Blanket License it shall also indicate whether it chooses the model in which a monthly time cap for the use of the Recordings is applied or not. With respect to both the Blanket License and the Single Song License Customer shall also indicate the territorial scope of the Selected License and the royalty classes to be covered by the Selected License.

The detailed descriptions and prices of the Blanket License and the Single Song License and the different options relating thereto as well as their prices are described in the License Descriptions available on the SonicLake website. Such License Descriptions form an integral part of this Agreement.

1. Definitions

As used in these Terms of Service, the following capitalized terms shall have the meaning set out below.

“Agreement” means these Terms of Service.

“Blanket License” refers to one of the two main license models provided by Company allowing Customer to use all the Recordings provided on the Service for the duration of the chosen subscription period(s) as described in more detail in the License Descriptions.

“Company Brand Features” mean the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Company, respectively, as secured by Company from time to time.

“Company” shall mean Songpool Oy (business ID: 2756701-5).

“Compositions” refer to the musical compositions embedded within the Recordings.

“Customer” shall mean any legal entity that has registered to the Service in accordance with this Agreement.

“Customer Data” shall mean all the data the User acting on behalf of Customer submits to the Service.

“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.

“Selected License” refers to the license model selected and confirmed by Customer allowing Customer to use the Recordings in connection with Customer’s Project(s) and to which the terms and conditions of this Agreement are applied.

“License Descriptions” refers to the detailed descriptions of the Blanket License and the Single Song License and the options relating thereto in force from time to time and available on the SonicLake website.

“License Fees” shall mean the fees charged from Customer by Company in consideration for Customer’s use of the Recordings. The License Fees for each license model proviced by Company and options relating thereto are communicated in the License Descriptions in force from time to time and available on the SonicLake website.

“Party” shall mean Customer or Company (jointly the “Parties”).

“Project” shall mean any audiovisual project of the Customer to which the Recordings are synchronized.

“Recording” refers to a piece of recorded music owned by Company, in which the Compositions are embedded and which are available for license on the Service.

“Service” means the online music service provided by Company available at www.soniclake.com through which Customers may license Recordings for the purposes of Customer’s Projects under certain terms and conditions as set forth in this Agreement.

“Single Song License” refers to one of the two main license models provided by Company allowing Customer to use a fixed number of Recordings in connection with the purposes of use (including, but not limited to, commercials, movies and video games) chosen by Customer as described in more detail in the License Descriptions.

“SonicLake website” means the website of Company, www.soniclake.com.

“User” means any authorized user of the Service to whom Customer has granted the right to access the Service.

“User Account” means an account established by Customer through the Service for a User.

USE OF SERVICE AND RECORDINGS

Right to use the Service and the Recordings

Subject to due payment of the applicable License Fees and compliance with this Agreement, Company grants to Customer a non-exclusive, nontransferable and limited right to enter and use the Service and grant Users access rights to the Service for the duration of the Agreement.

Subject to due payment of the applicable License Fees and compliance with this Agreement, Company grants to Customer a non-exclusive, nontransferable and limited right to use the Recordings in connection with Customer’s Project(s) in accordance with the terms relating to the Selected License as described in the License Descpritions.

Security and unauthorised use of the Service and the Recordings

Customer shall ensure that Users use the Service and the Recordings in compliance with this Agreement. Misuse of the Service and/or the Recordings by Customer or any User may lead to termination of the Agreement and/or suspension or denial of access to the Service. Customer shall use commercially reasonable efforts to prevent unauthorized use of the Service and the Recordings and to terminate any unauthorized use. Customer will promptly notify Company of any unauthorized use of, or access to, the Service and/or the Recordings of which it becomes aware.

Customer shall prevent unauthorised use of the User Account(s). Customer is responsible for: (a) maintaining the confidentiality of the password(s) and the User Account(s); (b) designating those individuals who are authorized to access the User Account(s); and (c) ensuring that all activities that occur in connection with the User Account(s) comply with the Agreement. Customer agrees that Company's responsibilities do not extend to the internal management or administration of the Service for Customer.

Intellectual Property Rights

All Intellectual Property Rights related to and in the Service and all content on the Service and available through the Service, including the Recordings, Compositions, designs, text, graphics, pictures, video, information, applications, software, music, sound, designs, models and other files (together “Content”), and their selection and arrangement, as well as Intellectual Property Rights pertaining thereto, are exclusive property of Company or its licensors with all rights reserved.

Customer agrees not to resell the Service, Recordings and/or the other Content or redistribute or transfer the same. Customer also agrees not to modify and/or rearrange the Recordings and/or the Composition(s).

The Service, Recordings and the other Content are licensed, not sold, to Customer, and Company or its licensors retain ownership of all copies of the Service, Recordings and/or the other Content even after installation on Customer’s relevant devices and/or platforms.

Company Brand Features

Company may display Company Brand Features on the Service to indicate that the Service is provided by Company. Any use of the Company Brand Features will inure to the benefit of Company.

CUSTOMER’S OBLIGATIONS AND RIGHTS

When registering to the Service, Customer and User(s) shall provide true, current, accurate and complete information as prompted by the registration form and update such information in order to keep it current.

Use restrictions

Customer is not permitted and not entitled to permit others to do any of the following:

  • use the Service, Recordings and/or the other Content for personal, non-commercial use only;
  • make any use of the Service, Recordings, the other Content and/or the SonicLake website which is not expressly permitted under this Agreement or applicable law or which otherwise infringes the Intellectual Property Rights (such as copyright) in the Service, Recordings, the other Content, the SonicLake website and/or any part thereof;
  • use the Service, Recordings, the other Content and/or the SonicLake website in any manner that could damage, disable, overburden or impair them;
  • use any data mining, robots, scraping, or similar data gathering or extraction methods;
  • register an account on behalf of someone else or behalf of any group or entity other than Customer;
  • use, sell, rent, transfer, license or otherwise provide anybody with the Service, Recordings and/or the other Content, except as provided herein;
  • interfere with the other Customers’ use and enjoyment of the Service, Recordings and/or the other Content;
  • circumvent or try to circumvent any usage control or anti-copy functionalities of the Service, Recordings and/or other Content;
  • reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;
  • use the Service and/or the SonicLake website for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
  • use the Service, Recordings, the other Conent and/or the SonicLake website in violation of applicable laws;
  • use the Service, Recordings, the other Content or the SonicLake website in ways that violate the Intellectual Property Rights, business secrets, or privacy rights of third parties;
  • use the Service and/or the SonicLake website to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.

Data Processing

Company might collect and process data, including personal data of Users, in relation to Customer’s registration and Customer’s use of the Service, such as contact details, payment information, and identification data on Customer and/or Users.

TECHNICAL SUPPORT SERVICES

Company will not provide technical support services to Customer in relation to the Service unless otherwise agreed by the Parties.

License Fees and Payment

License Fees

In return for Customer’s use of the Recordings, the Customer shall pay the License Fees applicable to the Selected License. The License Fees related to each license model are described in the License Descriptions on the SonicLake website.

All payments made in accordance with this Agreement are non-refundable.

Both Parties shall be liable for their own tax obligations. License Fees do not include taxes and when required, the applicable VAT and/or other taxes shall be added to the invoices.

License Fees shall always contain royalties for mechanical rights and synchronization rights. Depending on the features of the Selected License, the License Fees may also include royalties for performance rights.

Payment terms

Payment for the License Fees shall be made by credit or debit card. Company will charge Customer for all applicable License Fees as follows:

i) in the event of a Blanket License on the first day of each month during the subscription period

ii) in the event of a Single Song License at the moment of the confirmation of the Selected License.

Price adjustments

Company shall be entitled to adjust the License Fees at any time by 30 days’ prior notice. The changes shall not affect the License Fees for the Single Song Licenses purchased before the effective date of the change. With respect to a Blanket License purchased before such change the change shall not affect the License Fees charged during the Initial Period (as defined below).

Limited Warranty

Company will make reasonable efforts to keep the Service, Recordings, the other Content and the SonicLake website operational and available. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Company reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service and the SonicLake website, with or without notice, all without liability to Customer, except where prohibited by law, for any interruption, modification, or discontinuation of the SonicLake website and the Service and/or any function or feature thereof.

Customer shall understand, agree, and accept that Company has no obligation to maintain, support, upgrade, or update the Service or the SonicLake website, or to provide all or any specific Recording through the Service. This section will be enforced to the extent permissible by applicable law. Company and/or its licensors may, from time to time, remove any Recording from the Service without notice to the extent permitted by applicable law.

The Service, Recordings, the other Content and the SonicLake website are provided “as is” and “as available” without express or implied warranty or condition of any kind.

Indemnification

Customer will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data; or (ii) regarding Customer's or Users’ use of the Service, Recordings and/or the other Content in violation of this Agreement.

Company will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that i) Company's technology used to provide the Service; ii) any Recording; iii) any other Content or iv) any Company Brand Feature infringes or misappropriates any copyright, trade secret, trademark or other Intellectual Property Rights of a third party. Notwithstanding the foregoing, in no event shall Company have any obligations or liability under this section arising from: (i) use of the Service, SonicLake website, Recordings, other Content and/or Company Brand Features in a modified form or in combination with materials not furnished by Company, and (ii) any content, information or data provided by Customer, Users or any third parties.

Intellectual Property Right Infringement

If Company reasonably believes that the Service, Recordings and/or other Content infringe Intellectual Property Rights of a third party, Company will: (a) obtain the right for Customer, at Company's expense, to continue the use of the Service, Recordings and/or other Content; (b) provide a noninfringing functionally equivalent replacement; or (c) modify the Service, Recordings and/or other Content so that they no longer infringe any Intellectual Property Rights of a third party. If none of the foregoing options are commercially reasonable for Company, Company may suspend, terminate or prohibit Customer's use of the Service or the relevant parts thereof and/or the Recordings and the other Content. If Company terminates the Service and as a consequence Customer is not able to use the Recordings in accordance with the terms applicable to the Selected License, Company will provide a pro-rata refund of the unearned License Fees actually paid by Customer applicable to the period following the termination of the Service.

The Party referring to indemnification obligations set out herein shall promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party shall have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability or to pay any damages or other costs will require that Party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. The indemnities above are a Party's sole and exclusive remedy under this Agreement in case of infringement of third party’s Intellectual Property Rights and claims thereof.

LIMITATION OF LIABILITY

Neither Party shall be liable to each other, whatever the cause thereof, for any loss of profit, business or goodwill or loss caused as a result of interruptions in business or any other indirect damages arising under this Agreement. This limitation shall not apply in cases of intentional misconduct or gross negligence and breaches of section “Intellectual Property Rights”.

Company’s total liability under this Agreement shall not exceed the aggregate 12 months’ License Fees paid by Customer immediately preceding the event for which damages are claimed.

The Parties do not restrict their liability for any matter in respect of which, by mandatory law, it is not permitted to restrict its liability.

CONFIDENTIALITY

The Parties may exchange confidential information during the performance of this Agreement. All confidential information shall remain the property of the disclosing Party and the receiving Party shall keep confidential and refrain from using such confidential information otherwise than for the purposes of this Agreement, during the term of this Agreement and 5 years thereafter.

The confidentiality obligation set out herein shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using material or information received from the other Party.

Term and Termination

This Agreement shall enter into force at the time of clicking the “I Agree” button in connection with the registration to the Service and will continue to apply to Customer as follows:

i) in the event of a Blanket License first for a fixed period of twelve (12) months (“Initial Period”). After the Initial Period the subscription period will automatically renew unless Customer has terminated this Agreement thirty (30) days prior to the end date of the Initial Period. After the Initial Period this Agreement shall stay in force until terminated by either Party by providing a written notice thirty (30) days in advance;

ii) in the event of a Single Song License as long as Customer uses the Service.

For clarity, depending on the Selected License, the terms of this Agreement relating to the use of the Recordings may survive the termination of this Agreement in the event the duration of the Project in connection of which the Recordings are used is longer than the duration of this Agreement.

Company may terminate the Agreement or suspend Customer’s access to the Service at any time, including in the event of Customer’s actual or suspected unauthorised use of the Service, Recordings and/or other Content or non-compliance with this Agreement.

If Customer or Company terminates the Agreement, or if Company suspends Customer’s access to the Service, Customer agree that Company shall have no liability or responsibility to Customer and Company will not refund any amounts that Customer have already paid, to the fullest extent permitted under applicable law.

Entire Agreement

This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof.

Severance

If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

Assignment

Company shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets without Customer’s prior consent.

Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or in part.

Applicable law and dispute resolution

This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.