Terms of Use Agreement

Website TERMS OF USE AGREEMENT
Last Updated: December 2020


AGREEMENT.  Please read all of these Terms and Conditions very carefully. The Syncfree Music Terms Of Use Agreement (this “Terms of Use Agreement”) is legal and binding between you and Jacobsen Worldwide LLC herinafter (“Syncfree”), which governs your use of all Syncfree content.  This Terms of Use Agreement shall govern and apply to your access to, and use of: (i) Syncfree Music Library website made available at www.syncfreemusic.com (hereinafter the “Site”) and (ii) any and all of the production music and/or other content Syncfree provides (collectively, the “Content”). By using the Site and/or the Content, you expressly accept, and agree to be bound by, this Terms of Use Agreement, together with Syncfree’s Privacy Policy (the “Privacy Policy”), which is incorporated by reference in this Terms of Use Agreement. By using an/or interacting with the Site you are agreeing with the terms of the Terms of Use Agreement.  If you do not agree to these terms, you must immediately refrain from using the Site.  Except to the extent that Syncfree updates or otherwise amends this Terms of Use Agreement herein, this Terms of Use Agreement in no way affects, alters and/or amends any terms or conditions you may or may not have in any other agreement(s) in which you may have with Syncfree (individually and collectively, “Terms of Use Agreement”). To the extent that there is a conflict between this Terms of Use Agreement and any User Agreement, the terms in such User Agreement(s) shall govern and control.  In the event that you breach of any of the terms and conditions stated in this Terms of Use Agreement or any User Agreement or otherwise violate any applicable federal, state, and/or local law, rule, or regulation in connection with your use of this Site and/or the production music or other content Syncfree provides or otherwise makes available (collectively, the “Content”), Syncfree shall have the irrevocable right, without limiting any other rights or remedies Syncfree may have, to immediately suspend and/or terminate your use of the Site and/or the Content.  The Site is owned and operated by Syncfree, and is owned or controlled by entities which have granted specific rights to Syncfree.

WEBSITE CONTENT USE.  This Site and the Content are intended solely for the business purpose of registered users and prospective customers. Any purpose not related directly to such purpose is expressly prohibited. THE USE OF ANY OF THE CONTENT ON THIS SITE IN ANY MANNER NOT EXPRESSLY GRANTED HEREIN IS STRICTLY PROHIBITED. Any unauthorized usage of the Site and/or any of the Content in any manner not expressly granted herein, including but not limited to, the publication, posting reproduction, transmission, distribution or synchronization of any of the Content, until an agreement and/or license is entered into by you and Syncfree permitting such use, shall be deemed a violation of any and all applicable laws including, but not limited to, all applicable copyright, trademark, right of publicity and privacy laws and all applicable communications regulations and statutes, whether in the United States or around the world, and may subject you to civil liability, criminal prosecution or both, under applicable federal, state and/or local laws and/or applicable foreign laws, rules, regulations or treaties. For avoidance of doubt, the registering and creating of an account for the Site is NOT the applicable agreement and/or license needed to download and/or use the Content found on the Site.  By using the Site, you hereby represent and warrant that: (a) if you are under the age of majority in the jurisdiction in which you reside, then you are not permitted to use the Site or Content (b) if you are using the Site on behalf of a corporation or entity, you further represent and warrant that you are authorized to accept this Terms of Use Agreement on behalf of said corporation or entity, and such corporation or entity agrees to indemnify Syncfree for any and all violations of this Terms of Use Agreement; (c) your use of the Site does not violate any applicable law(s), rule(s) and/or regulation(s), and you will not use nor encourage the use of the Site in any manner which would result in the violation of any applicable law(s), rule(s) and/or regulation(s); (d) in the event that you should raise any claim or action against any other user of the Site and/or customer of Syncfree as a result of their use of the Site, then you shall raise such claim and/or action independently of Syncfree; and (e) that any and all information that you submit to Syncfree in connection with your use of the Site and/or any of the Content is truthful, accurate and correct, and you shall maintain and promptly update the accuracy of such information.

LIMITED LICENSE.  Syncfree, in its sole discretion, may make certain Content available to users without requiring registration of an Account or a User Agreement. Subject to the terms and conditions of this Terms of Use Agreement and any User Agreement, Syncfree grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to stream, download, display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone or other Internet-enabled device (each, a “Device”) and/or print one copy of the Content as it is displayed to you for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) your account may be immediately suspended or terminated for any reason, at Syncfree’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. The Content made available to unregistered users by Syncfree is for personal use only.  All terms apply to your use of the Site and do not apply to your use of the licensing services Syncfree offers through the Site. Please click here to read more about Syncfree’s music licensing.  A written license is required for all use of Syncfree’s music.

ACCOUNT.  Your access to, and use of, the Content and/or certain features, services, or benefits, offered through the Site may require you to register an account with Syncfree through the Site (an “Account”). To register an Account, you are required to provide certain information to Syncfree and agree to the terms and conditions of this Terms of Use Agreement, the Privacy Policy, and any applicable User Agreement.  You acknowledge and agree that you are solely responsible for: (i) maintaining the confidentiality of your username, password, and all other information that can be used to access your Account (collectively, “Login Credentials”); and (ii) all use of your Account and the actions performed under your Account. You are strictly prohibited from sharing or distributing your Login Credentials to enable or permit a third party to access the Site or the Content under your Account. Syncfree may rely on the authority of anyone accessing your Account, and to the fullest extent permitted under applicable law, Syncfree shall not be held liable or responsible to you for any liability, claim, loss, damage, injury, and/or cost resulting from, or arising out of, the unauthorized use of your Account or any action or inaction by Syncfree in connection with the security of your Account, the Site, and/or the Content. You agree to notify Syncfree immediately of any unauthorized use of your Account or any other breach of security involving your Account, the Site, and/or the Content.  You are required to create an Account, properly, truthfully and completely fill out a license application, and comply with all terms and conditions of any User Agreement between you and Syncfree in order to sync, transmit, download, or use any Content in any way or manner not expressly permitted in this Terms of Use Agreement. All downloadable Content from the Site contains embedded metadata indicating Syncfree as the owner and/or administrator for such Content.  The grant of any license in this Terms of Use Agreement or any User Agreement is not an agreement for sale or assignment of any ownership rights in and to the Site or the Content, and the purchase of a license in connection with the Content does not create an ownership interest in the licensed Content.  In connection with your access to, and use of, the Site and the Content, you agree not to: (a) circumvent or disable any content protection system or the digital rights management technology used with the Site, the Content, or other IP; (b) copy all or any portion of the Site, the Content, or other IP (except as expressly permitted in a User Agreement); (c) create derivative works of all or any portion of the Site, the Content, or other IP; (d) damage, disable, overburden, impair or use the Site in any manner which would result in the Site, either in its entirety or partly, to be less efficient, effective, or effect the functionality of the Site in any way; (e) bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Site or the Content, including, but not limited to, mechanisms that protect or limit use or access to the Site, the Content, or other IP; (f) mubmit, email, transmit or otherwise make available on, through or in connection with the Site or the Content, any material which contains a software virus, malware, spyware, or other code, file or program, designed to interrupt, impair, destroy or limit the functionality of any software, hardware, server, or telecommunications equipment; (g) use the Site or any third-party website in connection with the Site to effectuate the transmission or posting or any content that is illegal, defamatory, libelous, slanderous, offensive, obscene, or which promotes the same; (h) use the Site in any manner which would constitute the violation or infringement of the rights of any person and/or entity, including, but not limited to, any and all intellectual property, publicity, or privacy rights; (i) move, decompile, reverse-engineer or disassemble any portion or component of the Site, the Content, or other IP; (j) modify, including among other things, remove identification, copyright or other proprietary notices from the Site, the Content, or other IP; (k) access or use the Site in a manner that suggests an association with the Content or any of Syncfree’s services, or other IP; (l) create derivative works of the Site, Content, or other IP (m) bundle Content or use of the Site or other IP for redistribution with other products or services; or (n) use the Site in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Terms of Use Agreement or any User Agreement.

COPYRIGHT.  The Site, the Content, and all other intellectual property, including, but not limited to, all copyrights, trademarks, trade names, trade dress, service marks, logos, musical compositions, sound recordings, lyrics, photographs, graphics, and text contained in, appearing on, or otherwise used in connection with, the Site and/or Content, (collectively, “IP”) are the sole and exclusive property of Syncfree and/or Syncfree’s licensors, as applicable, and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Syncfree reserves all rights not expressly granted herein and does not transfer ownership, title, right or interest in or to any IP to you, unless specifically stated otherwise in the applicable license or other agreement by and between Syncfree and you.  All names, brands, logos, slogans and other trademarks appearing on the Site or in connection with the Content are trademarks of Syncfree or the respective third-party owners, as applicable. You agree not to use such trademarks without the express written consent of Syncfree or the applicable third-party owner.  You further acknowledge and agree that you shall not, without the express written consent of Syncfree: (i) reproduce, copy, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, post, store, and/or transmit any IP; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any copyright, use Syncfree’s music in the creation of a new copyright, trademark or other proprietary rights notices from copies of any IP; or (iv) access or use for any purpose not expressly granted in this Terms of Use Agreement or applicable license or other agreement by and between Syncfree and you.

MODIFICATIONS TO SITE.  At any time and at its sole discretion, Syncfree may modify in any way the terms and conditions contained in this agreement without notice.  If you do not agree to these modifications, you must cease using the Site immediately.  If you continue to use the Site then you agree automatically to acceptance of and Terms and you are bound by the changes therein specified.  You agree that Syncfree shall not be held liable to you or to any third party for any consequences arising from any modification whatsoever to the Site.  

TRADEMARKS.  Syncfree Music and other names used throughout the Site are trademarks of Syncfree or other third parties. The look, feel and spirit of the Site including logos, banners and trade dress of Syncfree and may not be copied, imitated or used, in whole or in part, without prior written permission. Other product and company names mentioned on the Site are the property of their respective owners.

SUSPENSION AND TERMINATION.  You acknowledge and agree that Syncfree may: (i) restrict, suspend, or terminate your access and/or use of your Account, the Site, and/or the Content as Syncfree deems necessary, in its sole discretion; and/or (ii) modify or cease providing all or any portion of the Site and/or the Content at any time without notice to you. You agree that Syncfree will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your Account, the Site, or the Content.  You further acknowledge and agree that upon the termination of your Account and/or your agreement with this Terms of Use Agreement or any User Agreement: (i) any and all licenses granted to you by Syncfree shall be immediately revoked; (ii) you will not be entitled to a refund; and (iii) such termination may result in the deletion of your information from Syncfree’s records.

THIRD-PARTY SERVICES AND CONTENT.  The Site may integrate, interact, or be integrated into, or be provided in connection with third-party services and content. Syncfree does not control those third-party services and content. You should read the terms of use agreements and privacy policies that apply to such third-party services and content. If you access the Site using an Apple iOS, Android or Microsoft Windows-powered device, Apple Inc., Google Inc., or Microsoft Corporation, respectively, shall be a third-party beneficiary to this Terms of Use Agreement. Any interactions, transactions, or other dealings that you have with any third parties found on or through the Site are solely between you and the third party. You hereby agree to indemnify Syncfree against all claims, injury, and/or damages including attorneys’ fees that arise out of your use of any Third-Party Site. Syncfree may host content on Third-Party Sites. Syncfree neither endorses nor controls such Third-Party Sites, and you acknowledge and agree that Syncfree is not responsible or liable for the information, content, products, or services on or available from such Third-Party Sites, or for the results to be obtained from using them.

SECURITY.  You acknowledge and agree that Syncfree cannot and does not guarantee or warrant that the Site or the Content will be free of viruses, malware, or other malicious or destructive code. You further agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site and/or the Content for any reconstruction of any lost data.  Syncfree reserves the right to take any and all action, in its sole discretion, regarding the security of the Site and the Content, including, but not limited to, locking, disabling, and/or terminating your Account, resetting or changing your Login Credentials, or requiring additional information from you to verify and authorize transactions involving your Account.
WIRELESS NETWORKS.  When you access the Site through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using the Site may be prohibited or restricted by your network provider and the Site may not work with your network provider or device.

NOTICES.  Any notices Syncfree delivers to you may be made as follows: (a) by email to the last email address provided by you, or (b) by posting a notice on the Site. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from Syncfree. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that Syncfree may take steps to verify the accuracy of the information you provide.

INDEMNIFICATION.  You agree to defend, indemnify and hold harmless Syncfree and Syncfree’s affiliates, officers, directors, employees, contractors, service providers, vendors, licensors, licensees, agents, representatives, successors, and/or assigns (collectively, the “Syncfree Parties”) from and against any and all claims, liabilities, deficiencies, damages, actions, judgments, settlements, interest, awards, losses, fines, penalties, costs, expenses or fees or any kind (including reasonable attorneys’ fees and costs) arising from or relating to: (i) your breach or violation of this Terms of Use Agreement, any User Agreement, and/or any applicable law, rule, or regulation; (ii) your use or misuse of the Site, the Content, and/or other IP; (iii) your use of any information obtained from the Site, the Content, and/or other IP; or (iv) your violation of any third party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.

DISCLAIMER.  THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AT YOUR OWN RISK, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, SYSTEM INTEGRATION, COMPATIBILITY, COMPLETENESS, ACCURACY, SECURITY, QUALITY, CURRENCY, AVAILABILITY, OPERATION, ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE PRACTICE, OR ANY OTHER EQUIVALENT WARRANTY UNDER THE LAWS OF ANY JURISDICTION. NEITHER SYNCFREE, NOR THE SYNCFREE PARTIES, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SITE, THE CONTENT, OR THE IP, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT: (i) THE SITE, THE CONTENT, THE IP, AND ANY COMMUNICATIONS SENT FROM SYNCFREE WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR FREE FROM VIRUS, MALWARE, OR OTHER HARMFUL OR MALICIOUS CODE OR OTHER COMPONENTS; (ii) THAT ANY DEFECTS WILL BE CORRECTED; OR (iii) THAT THE SITE OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SYNCFREE FROM YOU OR THROUGH YOUR USE OF THE SITE OR THE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS WEBSITE USE AGREEMENT OR APPLICABLE USER AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER.

LIMITATION OF LIABILITY.  IN NO EVENT SHALL SYNCFREE OR THE SYNCFREE PARTIES BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN CONNECTION WITH: (i) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, THE CONTENT, OR THE IP; (ii) YOUR FAILURE TO KEEP YOUR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL; (iii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY UNAUTHORIZED, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR ANY THIRD PARTY; OR (iv) ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CIRCUMSTANCES BEYOND SYNCFREE’S REASONABLE CONTROL. THE LIMITATIONS SPECIFIED IN THIS SECTION ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS WEBSITE USE AGREEMENT AND WILL APPLY WHETHER OR NOT SYNCFREE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR THE CONTENT. IF, NOTWITHSTANDING THE LIMITATIONS SET FORTH IN THIS SECTION, SYNCFREE IS FOUND TO BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY UNDER ANY LEGAL THEORY, SYNCFREE’S AGGREGATE LIABILITY TO YOU (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) SHALL NOT EXCEED THE GREATER OF: (i) FIFTY DOLLARS ($50.00) OR (ii) THE AMOUNT YOU PAID FOR THE APPLICABLE LICENSE FROM SYNCFREE.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A NEW JERSEY RESIDENT, YOU WAIVE YOUR PROTECTIONS UNDER THE NEW JERSEY CIVIL CODE GENERAL RELEASE CLAUSE. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO THE NEW JERSEY CIVIL CODE GENERAL RELEASE CLAUSE, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.

AGREEMENT UPDATES.  Syncfree reserves the right to change any of this Terms of Use Agreement from time to time, in its sole discretion, and no waiver to any said change shall be effective unless the same is in writing and signed by Syncfree. It is your responsibility to check this Terms of Use Agreement regularly to determine if there have been any change(s) and, in the event there has been, that such change(s) are acceptable. Your continued use of the Site and/or the Content after any and all change(s) shall be deemed your unconditional acceptance of any and all such change(s). If any such change(s) to this Terms of Use Agreement are not acceptable to you, you must immediately refrain from any further use of the Site and/or the Content. If and when any change(s) are made to this Terms of Use Agreement, the updated Terms of Use Agreement will be posted at www.syncfreemusic.com/terms-of-use/ and the “last updated” date will be updated as well, to reflect the date of the change(s).

BINDING ARBITRATION AND CLASS ACTION WAIVER.  You and Syncfree agree to binding arbitration of any and all disputes between you and Syncfree and/or any of the Syncfree Parties, except for disputes relating to the enforcement of the intellectual property rights of the Syncfree or the Syncfree Parties. For purposes of this Terms of Use Agreement, the term “dispute” includes any dispute, action or other controversy between you and Syncfree and/or any of the Syncfree Parties concerning the Site, the Content, any other IP, and/or this Terms of Use Agreement, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and Syncfree empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Terms of Use Agreement, including the arbitrability of any dispute and claim that all or any part of this Terms of Use Agreement is void or voidable.  In the event of a dispute, you or Syncfree must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to P.O. Box 573 Allendale, NJ 07401. Syncfree will send any notice of dispute to you at the contact information we have on file for you. You and Syncfree agree to attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. After thirty (30) days, you or Syncfree may commence such arbitration.  If you and Syncfree do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision shall be final, except for a limited right of appeal under the U.S. Federal Arbitration Act. UNLESS STATED OTHERWISE IN THESE TERMS AND CONDITIONS, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes.For more information, visit www.adr.org or, in the United States, call 800-778-7879.Arbitration may be conducted in person, through the submission of documents, by telephone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.  PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor the Syncfree Parties will seek to have a dispute heard as a class action, private attorney general action or in any other proceeding in which either part acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in binding arbitration.

CHOICE OF LAW.  This Agreement has been entered into in the state of New Jersey, and its validity, construction, interpretation and legal effect shall be governed solely by and under the laws of the state of New Jersey, applicable to contracts entered into and performed entirely within the state of New Jersey. You hereby consent to, shall be subject to, and shall submit to the jurisdiction of the Federal and state courts located in Bergen County, New Jersey which courts shall have sole and exclusive jurisdiction thereof.

COPYRIGHT INFRINGEMENT.  If you have a good faith belief that any content on the Site violates your intellectual property rights, you can report such violation to Syncfree in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). To report an alleged infringement to Syncfree, you must send written notice to Syncfree’s designated copyright agent at the address set forth below with the following information:

  1. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  2. A description of where the material that you claim is infringing is located on the Site (including the exact URL);
  3. An address, a telephone number, and an e-mail address where we can contact you;
  4. A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
  5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and
  6. Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

All notices of claimed infringement must be sent to Syncfree’s designated copyright agent at: erik@syncfreemusic.com. Syncfree reserves the right to request additional information before removing any allegedly infringing material.

GENERAL PROVISIONS.  Force Majeure. Notwithstanding anything in this Terms of Use Agreement to the contrary, Syncfree shall not be liable or responsible to you, nor shall Syncfree be deemed to have defaulted under or breached this Terms of Use Agreement or any User Agreement, for any failure or delay in fulfilling or performing any obligation of Syncfree to you, when and to the extent such failure or delay is caused by, or results from, acts or circumstances beyond the reasonable control of Syncfree, including, without limitation, the following defined force majeure events: (a) acts of God; (b) flood, fire, or earthquake; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) compliance in good faith with any government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national, state, or local emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) pandemic, epidemic, outbreak of infectious disease or any other public health threat or emergency, including quarantine; (i) network outage, data loss, data corruption, or any other technological disruption, failure or malfunction; and (j) any other event beyond the reasonable control of Syncfree.

Severability. If any provision of this Terms of Use Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Terms of Use Agreement shall be affected as a result thereof and, accordingly, the remaining provisions of this Terms of Use Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision has not been contained herein.

Waiver. No modification, amendment, waiver, termination or discharge of any provision of this Terms of Use Agreement shall be binding upon Syncfree unless confirmed by a written instrument and signed by Syncfree. No waiver by Syncfree of any provision of this Terms of Use Agreement or of any default hereunder shall affect the respective rights of Syncfree thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

Survival. The provisions of this Terms of Use Agreement, which by their nature should survive the termination of these Terms and Conditions, shall survive such termination.

Independent Contractors. You and Syncfree shall at all times be considered independent contractors to each other. Nothing in this Terms of Use Agreement shall be construed to create a partnership, joint venture, employment, or other relationship. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of Syncfree or any of the Syncfree Parties.

Headings. The headings of sections and paragraphs in this Terms of Use Agreement are for convenience only and shall not affect its interpretation.


Entire Agreement. This Terms of Use Agreement, together with the Privacy Policy and any User Agreement, constitute the final, complete and exclusive statement of the agreement between you and Syncfree with respect to the subject matter hereof. All other prior agreements are null and void and superseded by this Terms of Use Agreement.


Contact Information. erik@syncfreemusic.com



 

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