Terms of Service
LAST UPDATED: February 25th, 2019
TERMS OF SERVICE
PLEASE NOTE: SECTION 19 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH TUNER, INC. PLEASE READ IT.
These Terms of Service, as amended from time to time, govern your use of the Brassroots music application (“Brassroots“) offered by Tuner, Inc., a Delaware corporation (“Tuner“).
Brassroots syncs directly with your Spotify account. Every streamed song from your Brassroots app is conflated with a stream from your associated Spotify account. We sync and update your entire Spotify library; every saved song, album, artist, and playlist, is populated inside Brassroots and vice versa. Every playlist created on Brassroots and every song; added, deleted, or moved within it are updated in your Spotify library. There is no offline streaming available through Brassroots. Songs, albums, artists, or playlists saved or removed from your Brassroots library are also saved or removed respectively from your Spotify library. Anytime a song is streamed a “live session” is created. You may join other users’ “live sessions” and synchronously stream music from your respective Spotify account. When inside a “live session” every connected “live listener” is streaming from their respective Spotify account. Streamed songs are only under the illusion of being broadcasted “live” through the use of a unique timestamp that we synchronously match with each user’s playback. Any user may pause their personal playback at anytime and then re-sync with the current timestamp if they so choose. Depending on the constraints set through the “DJ Mode” preset settings users may add Spotify songs to the “Queue” which then may be reordered through a number of mechanisms. You may leave a “live session” and start your own by simply consciously tapping a song to stream. You may not stream music from the Brassroots app and the Spotify app at the same time, as streaming from Brassroots is the same as streaming from Spotify. Every play count we display is representative of usage within the Brassroots app and is not reflective of total Spotify plays. Lists such as; most played, recently played, top playlists, top listeners, etc. are all calculated from usage via the Brassroots app.
Brassroots is currently offered to you for free, and Tuner gains no commercial benefit from your use of Brassroots at this time.
These terms are an agreement between you and Tuner. By using Brassroots, you agree to be bound to these Terms of Service.
You agree to check these Terms of Service periodically for new information and terms that govern your use of Brassroots. Tuner may modify the Terms of Service at any time. Revisions to terms affecting Brassroots shall be effective immediately upon posting.
Please note that although Brassroots helps you organize and manage music and other Content (as defined below) made available through Spotify, neither Tuner nor Brassroots have any affiliation or other business relationship with Spotify and are not agents or representatives of Spotify.
“Content” on Brassroots includes software, technology, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio and visual or other material appearing on or emanating to and/or from Brassroots. Content includes user-generated Content (“UGC“), if any. UGC includes but is not limited to user personas, forum posts, profile content and any other Content contributed by users to Brassroots. Content posted or made available by Tuner and UGC collectively shall be referred to as “Content.” All Content – with the exception of UGC discussed below in Section 5 and Section 6 – is owned by Tuner or its affiliates, subsidiaries, licensors or suppliers. You bear the entire risk of the completeness, accuracy and/or usefulness of UGC you publish or post on Brassroots, if and when the ability to publish or post UGC is available.
“Entitlements” are licensed rights granted, awarded, provided and/or purchased by you to access and/or use elements or features of Brassroots. Entitlements include but are not limited to downloadable content, unlockable content, digital content, including additional or enhanced functionality, content subscriptions, virtual assets, rights of use tied to unlock keys or codes, serial codes and/or online authentication of any kind; in-game achievements; virtual points, coins, or currencies.
3. USE OF CONTENT AND ENTITLEMENTS/GENERAL LICENSE RESTRICTIONS
Tuner grants you a personal, limited, non-exclusive license to use Content and Entitlements to which you have access for your personal, private, non-commercial, non-transferable, limited uses solely as set forth herein and as set forth in any additional terms applicable to Brassroots. Content and Entitlements and all other intellectual property rights in or on Brassroots as well as the products and services offered through Brassroots, are, to the extent not owned by Spotify or licensed to Spotify, owned by Tuner or Tuner’s other third party licensors and are protected by United States and International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy, access, or download any Content and/or Entitlements from Brassroots unless you are expressly authorized to do so by the owners of such Content and/or Entitlements. In addition, unless expressly authorized by Tuner, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, decompile, disassemble, reverse engineer or otherwise make unauthorized use of Content or Entitlements. Any commercial use is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Content. Your rights are subject to your compliance with these Terms of Service.
Brassroots reserves all right, title and interest in any Content, Entitlements, Brassroots and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to you in these Terms of Service. Your permitted use of Content and Entitlements described above is limited by the intellectual property rights of Tuner, including any limitations to which Tuner must comply in providing Brassroots and services, and does not include any rights to other patents or intellectual property. Making unauthorized copies or distribution of Content and/or Entitlements found on Brassroots may result in the termination of your access to Brassroots, prohibition on use of Brassroots, and further legal action. Content and/or Entitlement owners may take legal action against you for unauthorized use of intellectual property.
4. Brassroots, CONTENT AND ENTITLEMENT AVAILABILITY
You may gain access to Brassroots by opening Brassroots, logging into Spotify, and creating a username. Your password or login information is not unique to Brassroots. Instead, the email and password associated with your Spotify account are what we will use to verify your login every time you open and use Brassroots.
Entitlements, if made available, may only be held by legal residents of countries where access to and use of Content and Entitlements is permitted. Entitlements may be acquired only from Tuner or an authorized provider. Tuner reserves the right to refuse your request(s) to acquire Entitlements, and Tuner reserves the right to limit or block any request to acquire Entitlements for any reason.
We do not guarantee that Brassroots, any Content or any Entitlement will be available at all times, in all countries and/or geographic locations, or at any given time or that we will continue to offer particular Content or Entitlements for any particular length of time. We reserve the right to change and update Content and Entitlements without notice to you. Once you have redeemed any Entitlements, if available, that content is subject to any rights you may have that were explicitly granted to you by Tuner.
5. CONTRIBUTING UGC TO Brassroots
Tuner does not pre-screen all UGC and does not endorse or approve any UGC that you and other users may contribute to Brassroots or display through Brassroots. You are solely responsible for your UGC and may be held liable for UGC that you post.
Tuner respects the intellectual property rights of others. You must have the legal right to upload UGC to Brassroots, and you must comply with any limitations or restrictions governing your UGC. You may not upload or post any UGC on Brassroots that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload UGC that violates the law, this Terms of Service and/or any third party’s right of privacy or right of publicity. You may upload only UGC that you are permitted to upload by the owner or by law. Tuner may, without prior notice to you and in its sole judgment, remove UGC that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of Tuner’s or a third party’s intellectual property or other rights, Tuner may terminate your access to Brassroots without notice to you. If your access is terminated under this paragraph, you are not entitled to a refund for any fees you have paid, and you will lose access to Entitlements.
Tuner reserves the right (but has no obligation except as required by law) to remove, block, edit, move or disable UGC for any reason, including when Tuner determines that UGC violates these terms. The decision to remove UGC or other Content at any time is in Tuner’s sole and final discretion, except that whether to remove UGC or other Content may be required by law or the legal rights of others. To the maximum extent permitted by applicable law, Tuner does not assume any responsibility or liability for UGC, or for removal of UGC, or for any failure to or delay in removing UGC or other Content.
7. UGC LICENSE GRANT TO TUNER AND OTHERS
When you contribute UGC to Brassroots, you expressly grant to Tuner and its licensors a non-exclusive, perpetual, worldwide, complete, sub-licensable and irrevocable right to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the UGC, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant Tuner and its licensors all licenses, consents and clearances to enable Tuner and its licensors to use such UGC for such purposes. You waive and agree not to assert any moral or similar rights you may have in such UGC. By posting or publishing any UGC on Brassroots you grant Tuner and its licensors the rights covered in this Section 7, and if you do not wish to grant Tuner or its licensors such rights to any UGC then do not post or publish such UGC on Brassroots.
If Brassroots permits other users to access and use your UGC as part of the Brassroots experience, then you also grant all other users of Brassroots the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC without further notice, attribution or compensation to you.
8. INTELLECTUAL PROPERTY CLAIMS
Tuner respects the intellectual property rights of others and attempts to comply with all relevant laws, including the Digital Millennium Copyright Act (“DMCA”). Tuner will review all claims of copyright infringement received and will remove any content determined to be in violation of any intellectual property laws.
If you believe that your work has been used in a way that constitutes copyright infringement, please inform Tuner immediately at email@example.com. Please notify Tuner and its agent for service of process with notice in accordance with the requirements of the DMCA, including: (i) a description of the copyrighted work that has been infringed and the specific location on Brassroots where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and email address, and any other necessary contact information; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
If you are a user of Brassroots and you believe that your content did not constitute a copyright violation and was taken down in error, you may send a notification to firstname.lastname@example.org. Please include: (1) your email address; (2) the specific content you believe was taken down in error; and (3) a brief statement of why you believe there was no copyright violation (e.g., the content was not copyrighted, you had permission to use the content, or your use of the content was a “fair use”).
9. TERMINATION OF ACCESS TO Brassroots
Tuner may terminate access to Brassroots, or parts of Brassroots, at any time and for whatever reason.
Tuner may terminate access to Brassroots for violation of these Terms of Service, if Tuner (in its sole discretion) deems that your use of Brassroots renders Brassroots less safe for others and/or minors or for illegal or improper use of Brassroots, Content, Entitlement, products, or Tuner’s Intellectual Property as determined by Tuner in its sole discretion. You may lose your access to Brassroots as a result of termination. In response to a violation of these Terms of Service or any other agreement applicable to Brassroots, Tuner may issue you a warning, suspend or terminate your access to Brassroots, selectively remove, revoke or garnish Entitlements, and/or temporarily or permanently ban your device and/or machine from accessing Brassroots. You acknowledge that in such an instance Tuner is not required to provide you notice before taking action to suspend or terminate your access, temporarily or permanently banning your device from some or all products made available by Tuner (including but not limited to Brassroots) or selectively removing, revoking or garnishing Entitlements. If Tuner terminates your access to Brassroots, you may not participate in Brassroots again without Tuner’s express written permission in advance of such participation. Tuner reserves the right to refuse to provide access to, and provide Brassroots to, any individual. You may not allow individuals whose access has been terminated by Tuner to gain access to Brassroots through any device under your control.
If you believe that any action has been taken against your access to Brassroots in error, please contact email@example.com.
10. CANCELLATION/REMOVAL OF ACCESS TO Brassroots; YOUR SOLE REMEDY
You have the right to cancel or remove your access to Brassroots at any time. If you do not agree to the terms in this Terms of Service (or any other Tuner policy regarding your use of Brassroots), your sole remedy is to not use Brassroots. You understand and agree that the cancellation or removal of your access to Brassroots is your sole right and remedy with respect to any dispute with Tuner, including any dispute related to, or arising out of: (1) any term of this Terms of Service or Tuner’s enforcement or application of this Terms of Service; (2) the Content and Entitlements available through Brassroots or any change in Content or Entitlements provided through Brassroots; (3) your ability to access and/or use Brassroots and/or any Content or Entitlements thereon; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for Brassroots and/or any Content or Entitlements thereon.
11. RULES OF CONDUCT
You may violate the Terms of Service if, as determined by Tuner in its sole discretion, you:
– Post, transmit, promote, or distribute Content that is illegal.
– Harass, threaten, embarrass, spam or do anything else to another player that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, heritage, etc.
– Organize, effectuate or participate in any activity, group, guild that is harmful, abusive, hateful, racially, ethnically, religiously or otherwise offensive, obscene, threatening, bullying, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, encourages conduct that would violate a law or in a reasonable person’s view, objectionable and/or inappropriate. Hate speech is not tolerated.
– Use abusive, offensive, or defamatory screen names and/or personas.
– Engage in disruptive behavior. Disruptive behavior includes but is not limited to conduct which interferes with the normal flow of gameplay or dialogue within Brassroots. Disruptive behavior shall also include, but not be limited to, commercial postings, solicitations and advertisements.
– Impersonate another person (including celebrities), indicate falsely that you are a Tuner employee or a representative of Tuner, or attempt to mislead users by indicating that you represent Tuner or any of Tuner’s partners or affiliates.
– Attempt to get a password, account information, or other private information from anyone else on Brassroots.
– Upload any software or Content that you do not own or have permission to freely distribute.
– Promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats and/or distribution of counterfeit software and/or virtual currency/items.
– Upload files that contain a virus, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt Brassroots.
– Post messages for any purpose other than personal communication, including advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities.
– Improperly use in-game support or complaint buttons or make false reports to Tuner staff.
– Use or distribute unauthorized “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
– Use any game hacking/altering/cheating software or tools.
– Modify or attempt to modify any file or any other part of Brassroots that Tuner does not specifically authorize you to modify.
– Post or communicate any person’s real-world personal information using Brassroots.
– Attempt to interfere with, hack into or decipher any transmissions to or from the servers for Brassroots.
– Use and communicate exploits and/or cheats.
– Attempt to use Brassroots on or through any service that is not controlled or authorized by Tuner. Any such use is at your own risk and may subject you to additional or different terms. Tuner takes no responsibility for your use of Brassroots on or through any service that is not controlled by Tuner.
– Interfere with the ability of others to enjoy using Brassroots or take actions that interfere with or materially increase the cost to provide Brassroots for the enjoyment of all its users.
– Unless expressly authorized by Tuner, you may not sell, buy, trade or otherwise transfer your personal access to Brassroots, Content or Entitlements, including by use of auction websites.
– You may not conduct any activities that violate the laws of any jurisdiction including but not limited to copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, stalking, fraud and the distribution of counterfeit software.
– Post or transmit unsolicited advertising, promotional materials or other forms of solicitation in-game or in any forums.
– Abuse or exploit bugs, undocumented features, design errors or problems in the game.
– “Role–playing” is not an excuse for violating this or any other policy.
You must also obey all federal, state, and local laws, regulations and rules that apply to your activities when you use Brassroots. Tuner reserves the right to terminate your access and to prevent your use of Brassroots if you use your access to Brassroots to engage in illegal activity or to violate this Terms of Service.
Unless otherwise specified, there is no requirement or expectation that Tuner will monitor or record any activity on Brassroots, including any communications. However, Tuner reserves the right to access and/or record any online activity on Brassroots and you give Tuner your express consent to access and record your activities. Tuner reserves the right to remove any content from Brassroots at Tuner’s sole discretion. Tuner has no liability for your or any third party’s violation of these Terms of Service.
If you encounter another user who is violating any of the rules of conduct set forth in these Terms of Service, please report this activity to Tuner at firstname.lastname@example.org.
12. SERVICES NOT CONTROLLED BY TUNER
Some products may give you the option of using Brassroots on or through a service that is not controlled by Tuner. For example, you may be given the option to use Brassroots online on servers not owned or controlled by Tuner. Tuner takes no responsibility for your use of Brassroots on or through any such service and otherwise has no control over how those services are offered, administered or operated. Any such use of non-Tuner controlled services is at your own risk and may subject you to additional or different terms and restrictions by the third party running the service.
13. SOFTWARE, UTILITIES, TOOLS, AND UPDATES
Brassroots may require or allow you to download software, software updates or patches, or other utilities and tools from Tuner or its licensors onto your computer, entertainment system or device (“Brassroots Software“). Tuner grants to you a non-exclusive, limited license to use Brassroots Software solely for the purpose stated by Tuner at the time the Brassroots Software is made available to you. If an End User License Agreement or End User Access And License Agreement is provided with the Brassroots Software, your use of the Brassroots Software is subject to the terms of that license agreement. You may not sub-license, or charge others to use or access Brassroots Software. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from Brassroots Software without Tuner’s prior written consent. You may not modify Brassroots Software or use it in any way not expressly authorized in writing by Tuner. You understand that Tuner’s introduction of various technologies may not be consistent across all platforms and that the performance of Brassroots Software may vary depending on the equipment you use to access the Brassroots Software.
From time to time, Tuner may provide you with updates or modifications to Brassroots and Brassroots Software. You understand that certain updates and modifications may be required in order to continue use the Brassroots Software and Brassroots.
IMPORTANT: TUNER MAY FIND IT NECESSARY TO UPDATE, OR RESET CERTAIN PARAMETERS TO BALANCE USAGE OF Brassroots. THESE UPDATES OR “RESETS” MAY CAUSE YOU SETBACKS WITHIN YOUR RELEVANT USAGE AND MAY AFFECT YOUR USAGE. TUNER RESERVES THE RIGHT TO MAKE THESE UPDATES AND IS NOT LIABLE TO YOU FOR THESE CHANGES.
For purposes of these Terms of Service, “Brassroots” shall include “Brassroots Software” where appropriate.
14. EXPORT CONTROL LAWS
Brassroots and Brassroots Software may be subject to United States export controls, and export controls of other jurisdictions. By downloading Brassroots or Brassroots Software, you warrant that you are not located in any country, or exporting Brassroots or Brassroots Software to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods.
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or Brassroots or Brassroots Software subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Brassroots any Content, data, or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section 14 shall survive termination of these Terms of Service.
15. LIMITATIONS ON WARRANTY AND LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF Brassroots AND ANY CONTENT AVAILABLE THROUGH Brassroots OR MADE AVAILABLE BY TUNER IS AT YOUR SOLE RISK. Brassroots IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES OR OTHER STATUTORY CONSUMER RIGHTS ARE LEGALLY INCAPABLE OF EXCLUSION OR LIMITATION. SUBJECT TO ANY SUCH STATUTORY CONSUMER RIGHTS APPLICABLE IN YOUR TERRITORY, NO WARRANTY IS GIVEN ABOUT THE QUALITY, FUNCTIONALITY, AVAILABILITY OR PERFORMANCE OF Brassroots. TUNER DOES NOT ASSUME LIABILITY FOR INABILITY TO OBTAIN OR USE Brassroots, CONTENT, ENTITLEMENTS, GOODS OR SERVICES. TUNER PROVIDES Brassroots ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE Brassroots AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT TUNER WILL HAVE ADEQUATE CAPACITY FOR Brassroots AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH TUNER OR ITS LICENSORS ARISING OUT OF OR RELATING TO Brassroots IS TO STOP USING Brassroots, AND TO CANCEL OR REMOVE YOUR ACCESS TO Brassroots. YOU ACKNOWLEDGE AND AGREE THAT TUNER, ITS LICENSORS, LICENSEES AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON Brassroots OR USE OF Brassroots. IN NO CASE SHALL TUNER’S OR ITS LICENSORS’, LICENSEES’, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “COMPANY AFFILIATES“) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO TUNER FOR Brassroots, IF ANY. IN NO CASE SHALL TUNER, ITS LICENSORS OR COMPANY AFFILIATES BE LIABLE FOR PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF Brassroots OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF Brassroots. WHILE TUNER USES COMMERCIALLY REASONABLE MEANS TO PROTECT YOUR PERSONAL INFORMATION, TUNER AND ITS LICENSORS ASSUME NO LIABILITY FOR LOSS OF DATA, DAMAGE CAUSED TO YOUR SOFTWARE OR HARDWARE, AND ANY OTHER LOSS OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL AND HOWEVER ARISING, AS A RESULT OF ACCESSING OR USING Brassroots AND CONTENT TO YOUR COMPUTER AND/OR DEVICE.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TUNER’S, TUNER’S LICENSORS’ AND COMPANY AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. SUBJECT TO ANY STATUTORY CONSUMER RIGHTS APPLICABLE IN YOUR TERRITORY, TUNER DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH Brassroots AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Upon Tuner’s and/or its licensors’ request, you agree to defend, indemnify and hold harmless Tuner, its licensors and Company Affiliates, contractors, vendors, and content providers from all liabilities, claims and expenses, including attorneys’ fees, that arise from or relate to a breach of these Terms of Service for which you are responsible or in connection with your distribution, posting, or publishing of any Content on or through Brassroots. Without limiting the generality of the foregoing, you agree to indemnify and hold Tuner and its licensors and Company Affiliates harmless for any improper or illegal use of your access to Brassroots, including the illegal or improper use of such access by someone to whom you have given permission to use your computer or device. You agree that you will be personally responsible for your use of Brassroots and for all of your communication and activity on Brassroots, including any Content you contribute, and that you will indemnify and hold harmless Tuner, Tuner’s licensors and Company Affiliates from any liability or damages arising from your conduct on Brassroots, including any Content that you contribute.
Tuner and its licensors reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to Tuner and/or its licensors in that matter. This Section 16 shall survive termination of this Terms of Service.
17. LINKS TO THIRD-PARTY SITES AND SERVICES
Brassroots may include links to websites and/or services operated by third parties. Those sites and/or services may collect data or solicit personal information from you. Tuner does not control such websites and/or services, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites and/or services may utilize.
18. GENERAL TERMS
Severability. If any part of this Terms of Service is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of Tuner, and the remaining portions shall remain in full force and effect.
Waiver. The failure of Tuner to exercise or enforce any right or provision of this Terms of Service will not constitute waiver of such right or provision. Any waiver of any provision of this Terms of Service will be effective only if in a writing signed by Tuner.
Governing Law. The laws of the State of Delaware, excluding its conflicts-of-law rules, govern this Terms of Service and your use of Brassroots; and, to the extent applicable pursuant to Section 19 below, you expressly agree that exclusive jurisdiction for any claim or dispute with Tuner arising out of or relating in any way to your use of Brassroots resides in the federal and state courts within Dallas County, Texas, and you further agree and expressly consent (to the extent applicable pursuant to Section 19 below), to the exercise of personal jurisdiction in such courts in connection with any such dispute not precluded by Section 19 below including any claim involving Tuner or Company Affiliates, subsidiaries, contractors, vendors and content providers. As noted above, your conduct may also be subject to other local, state, national, and international laws.
19. DISPUTE RESOLUTION BY BINDING ARBITRATION
The purpose of this Section 19 is to provide a streamlined method for resolution of disputes between you and Tuner if they arise.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Most customer concerns can be resolved quickly and to your satisfaction by contacting Tuner at email@example.com. In the unlikely event that Tuner cannot resolve a concern to your satisfaction (or if Tuner cannot resolve a concern it has with you after attempting to do so informally), then you and Tuner agree to be bound by the following procedure to resolve any and all disputes between us. This provision applies to all consumers to the fullest extent allowable by law. By accepting these terms, you and Tuner expressly waive the right to a trial by jury or to participate in a class action. This agreement is intended to be interpreted broadly. The arbitrator, and not any local, state or federal court, has the exclusive authority to resolve any and all disputes arising between us, including any dispute relating to the interpretation, scope, enforceability, or formation of this agreement to arbitrate, including but not limited to any claim that all or any part of this agreement to arbitrate is unenforceable. This Section 19 covers any and all disputes between you and Tuner (“Disputes”), including without limitation:
– claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
– claims that arose before these Terms of Service or any prior agreement (including, but not limited to, claims relating to advertising);
– claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
– claims that may arise after the termination of these Terms of Service.
The only disputes that are not covered by this Section 19 are the following:
– a claim to enforce or protect, or concerning the validity of, any of your or Tuner’s (or any of Tuner’s licensors’) intellectual property rights;
– a claim related to, or arising from, allegations of theft, piracy, fraud committed by a user, or unauthorized use of intellectual property; and
– in addition, nothing in this Section 19 shall prevent either party from initiating a small claims court action.
References to “Tuner,” “you,” and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services under this or prior definitive agreements between us. This agreement to arbitrate in this Section 19 evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This Section 19 shall survive termination of these Terms of Service.
Informal Negotiations/Notice of Dispute. You and Tuner agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration, unless a bona fide and immediate emergency requires prompt initiation of arbitration. Such informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). Notices of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand“). Tuner will send its Notice of Dispute to your email address you provided to us, if any, or will use reasonable efforts to locate you in order to send you its Notice of Dispute. You will send your Notice of Dispute to: firstname.lastname@example.org.
Binding Arbitration. If you and Tuner are unable to resolve a Dispute through informal negotiations within 30 days after receipt of the Notice of Dispute, either you or Tuner may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT BY THIS PROVISION, YOU AND TUNER ARE FOREGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where appropriate, its Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules“), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and Tuner may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Restrictions. You and Tuner agree that any arbitration shall be limited to the Dispute between Tuner and you individually, regardless of whether the relief sought is monetary or injunctive relief, and any relief awarded in arbitration shall be applicable only to you in your individual capacity. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute shall be arbitrated on a class basis or utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or on behalf of any person other than yourself. YOU AND TUNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Tuner agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then those specific portions of the provision that are unenforceable shall be severed and considered null and void.
Location. Arbitration shall be initiated in the County of Dallas, State of Texas, United States of America, and you and Tuner agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Recovery and Attorneys’ Fees. Each party will be responsible for its own attorneys’ fees and related expenses (including expert witness fees and costs), but the arbitrator will have authority to award attorneys’ fees and expenses if such an award is available under applicable law.
Limitation on Arbitrator’s Authority. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
20. ENTIRE AGREEMENT
21. NOTICE TO CALIFORNIA RESIDENTS
Pursuant to Cal. Civil Code § 1789.3, please note that (a) Tuner is not located in California, (b) the fees and charges for Brassroots, if any, may vary depending on the services selected by you, and (c) if you have a complaint regarding Brassroots or desire further information on use of Brassroots, you may contact us at email@example.com.
Bookmark https://brassrootsapp.com/terms-of-service and visit this site regularly for updates to these Terms of Service.