Governing Use
The terms and conditions provided below (the "Terms of Service") govern your use of the ScotEllas Ventures Inc. ("SVI") product and services relating to a music discovery and connection system allowing musician users to upload recordings of their music and allowing music-industry professional users to listen to and communicate with the musician users, and any invoicing or payment systems provided by SVI from time to time (the "FirstListen System"). By accessing the FirstListen System, which includes but is not limited to registering with us to access the FirstListen System product, you are agreeing that you have read, agreed and bound yourself to the Terms of Service.
Musician users create a profile and upload recordings of their music. Industry professional users, such as A&R, labels, producers, managers and agents, listen to those recordings in a randomized feed and may show interest in a recording. A musician user may accept or decline that interest. If the musician user accepts, SVI matches the two users, and they may exchange messages through the FirstListen System. Each musician user may upload up to three tracks, each up to ten minutes long, and SVI may change these limits.
As used herein, "You" or "you" means yourself as an individual. You are representing and warranting that you are over the age of 18, or otherwise over the age to which you are able to contract with SVI. "Your Parties" refers to you or any employee, employer, director, officer, affiliate, contractor, customer or agent of you. If you are using the FirstListen System on behalf of a minor, you are representing and warranting that you are acting as the minor's guardian, and that SVI is relying upon that representation and warranty to provide you access to the FirstListen System.
The FirstListen System is not available to anyone under the age of 14. If you are at least 14 but under 18, a parent or guardian must approve your account, and SVI treats the parent or guardian who approves it as using the FirstListen System on your behalf for the purposes of the preceding paragraph.
You agree that SVI may update or modify these Terms of Service at any time, with application to us at the time of publication, by posting updated Terms of Service to our website along with the date on which they were most recently updated. SVI may give you notice of these changes through the means described in these Terms of Service, but you agree that it is not necessary for us to do so. Your access and use of the FirstListen System is your agreement with the changes in the Terms of Service in place at that time. The "Fees" section below describes the fees you agree to pay for use of, or access to, the FirstListen System, as applicable. Your agreement relating to the modification of these Terms of Service includes an agreement to the modification of the Fees. We will inform you, in advance, of any changes to these Terms of Service, or Fees; and you agree that we may inform you of these changes by Email to the Email address you provide to us for the purpose of receiving communications.
SVI shall provide you with updates and support in relation to the FirstListen System during the term of these Terms of Service. Updates and support shall not include any troubleshooting, fixes or other work or services by SVI at your physical location.
Limited License to the FirstListen System
Subject to and conditioned on your and compliance with all other terms and conditions of these Terms of Service, SVI hereby grants you a non-exclusive, non-sublicensable, and non-transferable license during the term of application of these Terms of Service ("Term"), to use the FirstListen System. SVI reserves all rights not expressly granted to you in these Terms of Service. Except for the limited rights and licenses expressly granted herein; nothing in these Terms of Service, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the FirstListen System or SVI products.
Those terms of these Terms of Service which survive the termination or expiration expressly or by implication as required to give full meaning to such terms shall survive the termination or expiration.
SVI may distribute certain third-party products provided with or incorporated into the FirstListen System, including any open source software ("Third-Party Products"). For purposes of this Agreement, such Third-Party Products are subject to their own license terms and the applicable flow through provisions.
Fees
Musician users pay a subscription fee for access to the FirstListen System. Industry professional users currently use the FirstListen System without charge. The subscription is sold through the Apple App Store or Google Play as an auto-renewable subscription, billed monthly or yearly depending on the plan you choose, at the price shown in the FirstListen app and in the store when you subscribe. It renews automatically until you cancel it in your App Store or Google Play account settings. Deleting your FirstListen account does not cancel the subscription.
You understand that we may charge fees for certain aspects of the System. You shall pay SVI the fees ("Fees") established by SVI and communicated to you from time-to-time, without offset or deduction. Except where otherwise agreed upon in writing by SVI, you shall make all payments hereunder in Canadian dollars or the currency listed. Your access to, and continued access to, the FirstListen System is conditioned upon the timely payment of Fees, as provided in these Terms of Service. If you fail to make any payment when due, in addition to all other remedies that may be available, without any obligation to notify you, SVI may prohibit access of you or Your Parties to the FirstListen System until all past due amounts and interest thereon have been paid.
All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all goods and services, harmonized sale, sale, service, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, provincial or territorial governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on SVI's income. You acknowledge and agree that all fees paid are non-refundable in the event the FirstListen System or SVI products are modified or otherwise rendered unavailable for violation, or suspected violation, of the terms of these Terms of Service.
Apple or Google handles refunds of subscription payments under its own policies, as the FirstListen Refund Policy at https://firstlisten.live/refund/ describes.
Term and Termination
These Terms of Service shall continue from your agreeing to be bound by them and, unless terminated earlier pursuant to any of these Terms of Services express provisions, will continue in effect until terminated by you or SVI.
SVI may terminate these Terms of Service, effective on written notice to you, if you or Your Parties materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after you are provided written notice of such breach. You may terminate these Terms of Service, effective on written notice to SVI, if SVI materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after SVI is provided written notice of such breach.
Either you or SVI may terminate this Agreement, effective immediately upon written notice to the other, if the other: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon expiration or earlier termination of these Terms of Service, the licenses granted hereunder will also terminate, and, without limiting your obligations under these Terms of Service, you and Your Parties shall cease using the FirstListen System.
Use of the FirstListen System
You understand SVI retains all rights to unilaterally, and at SVI's discretion, limit the amounts of data you may send through, or receive via, the FirstListen System, in total, or during a period of time. You acknowledge that these limits are in place to protect SVI, yourself, and other users from potential fraud or abuse.
You agree that you will not send, post or otherwise directly or indirectly, transmit to or through, the FirstListen System any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the FirstListen System, SVI products, or computers of any kind, and any unsolicited advertising, solicitation or promotional materials. You agree that you will not send, post or otherwise directly or indirectly, transmit to or through, the FirstListen System material that is pornographic or otherwise depicts a human being engaged in sexual conduct; material that is false, deceptive, misleading, or deceitful; material that is intended for the purposes of soliciting or offering services sexual in nature, material that is intended to recruit parties for participation in a business enterprise, or material that employs misleading email addresses, forged headers or otherwise misleading and manipulated identifiers to disguise the origin of material transmitted to or through the FirstListen System.
You agree not to access (or attempt to access) the FirstListen System by any means other than through the interface that is provided by SVI. You specifically agree not to access (or attempt to access) the FirstListen System through any automated means. You may not use the FirstListen System or information presented within the FirstListen System to compile data in a manner that is used or useable by a competitive product or service. You agree not to modify or obscure the manner in which the FirstListen System assets are displayed prior to, during, or following gameplay through the FirstListen System, the manner in which gameplay through the SVI system is executed, or to otherwise alter the visual display of products or services provided through the FirstListen System.
You agree not to a) launch or use any automated system, including without limitation, "robots," "spiders," or "offline readers," that access the FirstListen System in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; b) send or otherwise transmit to or through the System chain letters, unsolicited messages, so-called "spamming" or "phishing" messages, or messages marketing or advertising goods and services; c) post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment; violate any applicable laws or regulations; or d) assist or permit any persons in engaging in any of the activities described above.
You agree not to send, post or otherwise transmit to or through the FirstListen System any material that impersonates any entity or person or misrepresents or falsely states your identity, affiliation with a person or entity; or material that includes personal information about a third-party without that person's explicit permission.
You agree that if you provide content as part of your use of the FirstListen System, you authorize and direct SVI or its agents to make such copies thereof as it deems necessary in order to facilitate the provision of the FirstListen System. By providing content through use of the FirstListen System, you grant and you represent and warrant that you have the right to grant, to SVI a non-exclusive, worldwide, royalty-free license to host, store, reproduce, stream, display and distribute such content only as needed to operate, provide and promote the FirstListen System. SVI may sublicense these rights only to the service providers that run the FirstListen System for SVI. This license ends when the content, or your account, is deleted, except that SVI may keep copies in its encrypted backups until they are purged on the schedule the FirstListen Privacy Policy states, and any copy the law requires SVI to keep. You confirm and warrant to SVI that you have all the rights, power and authority necessary to grant the above licence.
You keep ownership of the content you upload: the licence above does not transfer ownership of your content to SVI.
You agree that SVI may edit your content to remove information that may be used to subvert the intended use of the FirstListen System.
You also agree to follow the FirstListen Community Guidelines, which are available in the FirstListen app, under More, then Legal, and at https://firstlisten.live/community-guidelines/. The Community Guidelines summarize the conduct these Terms of Service require; if the two ever differ, these Terms of Service apply.
You shall indemnify, hold harmless, and, at SVI's option, defend SVI from and against any losses SVI incurs resulting from any breach of these Terms of Service by your or any of Your Parties or any third-party claim based on your, or of Your Parties: (i) negligence or willful misconduct; or (ii) use of the FirstListen System in a manner not authorized or contemplated by these Terms of Service; (iii) use of the FirstListen System in combination with data, software, hardware, equipment or technology not provided by SVI or authorized by SVI in writing; (iv) modifications to the FirstListen System not made by SVI; or (v) use of any version other than the most current version of the FirstListen System delivered to you, provided that you may not settle any third-party claim against SVI unless such settlement completely and forever releases SVI from all liability with respect to such third-party claim or unless SVI consents to such settlement, and further provided that SVI will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
Security of the account
In consideration for the use and access to the FirstListen System, you represent to SVI that you are not a person barred from accessing or using the FirstListen System under any laws applicable to you or SVI, that you are legally able to contract with SVI by agreeing to these terms of service and communicating this electronically, and that you are of legal age to form a binding contract with SVI.
Certain portions of the FirstListen System are available only to registered users who have usernames and passwords ("Registered Users"). You understand and agree that SVI is relying upon the truthful provision of information on yourself in association with the use of the FirstListen System. If you are a Registered User, you agree that you will provide accurate information to SVI and accurately maintain and update any information about yourself that you have provided to SVI. If you do not maintain such information, or if SVI has reasonable grounds to suspect as much, SVI has the right to suspend or terminate your account and your use of the FirstListen System.
You may only have one active Registered User account at any given time and only you may use your designated account to access the FirstListen System. Confidentiality of your password used to access the FirstListen System is your responsibility. You agree to exit from your Registered User account at the end of each session. In addition, you agree to promptly notify SVI of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the FirstListen System by emailing SVI at support@firstlisten.live.
You agree and acknowledge that you will not create more than one account on the FirstListen System. In particular, you agree to provide true, accurate and updated information as prompted by the System during registration, or as requested from time-to-time. You acknowledge and agree that SVI may suspend or terminate your account should SVI suspect that any information you have provided is untrue, inaccurate or not current. As well, you acknowledge and understand that SVI may suspend or terminate your account if it suspects you have, or are about to, breach any of the terms of this agreement; or should it feel that continued access to your account could be harmful to SVI or its other users.
At any time you may delete your account and stop using the FirstListen System by using the "Delete account" option at the bottom of the More tab in the FirstListen app, or by following the steps at https://firstlisten.live/delete-account/. Similarly, SVI may refuse to allow anyone to create an account or prevent access to the FirstListen System, for any reason. You agree that "Delete account", given SVI's need to maintain records for itself and regulatory authorities; does not mean that all records associated with your use and access to the FirstListen System, but means that you or others on your behalf, will not be able to access the FirstListen System.
Maintaining your account as secure
Access to the FirstListen Systems requires you to create an account with us, and fill in all mandatory information fields with accurate, and truthful, information about you. We will ask you to create a user name and password as well, and you agree and understand that you are solely responsible for maintaining your password as confidential. We will assist you in choosing a password of appropriate complexity that can not be easily guessed; but that does not relieve you of that responsibility to maintain it as confidential, complex, safe, and secure. As consideration for your access and use of the FirstListen System, you agree to terminate any session with the FirstListen System upon finishing with each use of a SVI product or service. You agree to notify us immediately if you detect any suspicious activity in your account or any breach of security within the FirstListen System, should you become aware of any. You agree that SVI will not be liable for any loss arising from access to your account using your username and password; and that you accept responsibility for any losses incurred by SVI or any other third parties arising from access to your account using your username and password. You agree and understand that, without advance permission from that account's user, you may not use any other account.
Confidentiality
From time to time during the term, SVI may disclose or make available to you information about SVI's business affairs, FirstListen System and products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/ and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you without reference to the Confidential Information. You shall not disclose SVI's Confidential Information to any person or entity, except to employees of you who have a need to know the Confidential Information for you to exercise your rights or perform your obligations under these Terms of Service.
You permit SVI to collect data from or about you, and Your Parties, and the use of the FirstListen System; for the purpose of providing you access to, use of, and for the improvement of the performance of, the FirstListen System.
Privacy Policy
The FirstListen System privacy policy can be found at https://firstlisten.live/privacy/ and it applies to your use of the FirstListen System and services you obtain through it. We encourage you to read our Privacy Policy and understand how we use any information you provide us on account creation, or that you provide in your accessing and use of the FirstListen Systems and SVI products.
You permit SVI to collect data from or about you. SVI acknowledges the importance that you place on protecting your privacy. Accordingly, SVI shall use commercially reasonable efforts to safeguard any individually identifiable data acquired from or about you, including without limitation, names, addresses or credit card information; against unauthorized access or use. In addition, SVI shall not, without your prior written consent, use, sell, license, lease or otherwise transfer such data to any third party or export data to any location outside of the country in which SVI may have acquired such data. You agree to allow SVI to use your individually identifiable data to send materials to you (including offers to purchase SVI or third party services); as well as for building of SVI proprietary databases relating to professional users and musician users.
SVI will: (i) allow you to access any data SVI may have regarding you; (ii) allow you to correct any incorrect or incomplete data regarding you; (iii) comply with any request from you to remove your name from the customer list maintained by SVI and (iv) upon receipt of a request as described in clause (iii) provide no further marketing materials to you. Upon the expiration or early termination of this agreement, SVI shall have no obligation to return to you, or destroy, any lists, or other data regarding you, acquired from you; and you agree that SVI may retain any copies of such data in hard copy or electronic form.
Trademark, Copyright and Intellectual Property
Use of the FirstListen System and the provision of any services through it is entirely at the discretion of SVI and may be discontinued, with or without notice to you. You agree only to use the FirstListen System for a single individual's personal use, for only lawful purposes, and any commercial use of the FirstListen System shall be in the form and manner for which it was created and as it is presented to you and others. You agree only to use the FirstListen System in the form it is provided to you, and you agree not to make any attempt to de-compile, reconstruct, save or reverse engineer the FirstListen System or any SVI products. Any documentation or materials SVI may provide in association with the SVI products or the FirstListen System, shall only be used for the purposes in which they are provided, or if silent, then only to enable you to use the FirstListen System in ways consistent with these Terms of Service.
You agree that title to, and ownership of, the SVI products or the FirstListen System, any documentation it provides to you, and any modifications made thereto shall at all time remain with SVI. You acknowledge and agree that as a condition of this agreement, you shall have no right, title, or interest in the SVI products, the FirstListen System or any documentation it provides to you; except as explicitly allowed in these Terms of Service.
If you or any of Your Parties sends or transmits any communications or materials to SVI by mail, email, telephone, or otherwise, suggesting or recommending changes to the FirstListen System, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), SVI is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign on your behalf, and on behalf of Your Parties all right, title, and interest in, and SVI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SVI is not required to use any Feedback.
You agree that you shall only display SVI's logos, marks, trade names or other intellectual property, registered or unregistered, in a manner as approved by SVI in writing. In addition, all marketing materials prepared or disseminated by you in relation to the FirstListen System shall be subject to SVI's prior written approval.
Your Music and the Rights in It
You may only upload content to the FirstListen System that you own, or for which you hold every right, licence and permission needed both to upload it and to grant SVI the licence described in these Terms of Service. For a track, that includes the rights in the sound recording, in the song it performs (its music and lyrics) and in any sample, beat, loop or other material it contains. For cover art, it includes the rights in the image.
You gain no right in the original song or recording by marking a track as a Cover or a Remix, and you remain responsible for obtaining any licence or permission a cover or a remix requires.
If a recording or image you upload includes the performance, voice or likeness of anyone other than you, such as band members, featured artists, session musicians, or an audience or other people at a venue, you represent and warrant that you have their permission to upload it and to grant SVI the licence described in these Terms of Service.
SVI may remove content that SVI believes infringes the rights of others, with or without notice to you.
The Digital Millennium Copyright Act
SVI respects the intellectual property rights of others. As such, you agree and acknowledge that you are prohibited from uploading, posting or otherwise transmitting through the FirstListen System any text, files, images, designs, graphics, photos, video, sounds, sound recordings, musical works, page layouts, works of authorship, or any other content that violates another party's intellectual property rights. In accordance with the United States Digital Millennium Copyright Act (DMCA), the Canadian Copyright Act, or any other applicable law; SVI has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, users who are deemed to be repeat infringers. SVI may, at its sole discretion, limit access to the SVI products and FirstListen System to persons which infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If SVI receives a notice that meets the requirements below, SVI may remove or disable access to the material the notice identifies, and may warn, suspend or terminate the account of the user who uploaded it. SVI keeps a record of the notices it receives and of the material it removes because of them, and uses those records to apply its repeat-infringer policy.
If you believe that any work to which you have rights has been stored, transmitted, copied or otherwise communicated using the FirstListen System in such a way that infringes your copyright in the work; please provide the following information to us:
1) A clear description of the work that you believe to be infringing your rights;
2) A description of where on the FirstListen System the infringing work may be found, such as the track title, the artist name or a link;
3) A clear description of the work that you believe has been infringed;
4) Contact information so that we may correspond or otherwise communicate with you, including your email address;
5) A statement that you have a good-faith belief that the use of the work in the manner you have outlined is not authorized by the copyright owner, its agent, or the law;
6) A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the copyright, or are authorized to act on behalf of the owner; and
7) Your physical or electronic signature.
You can send a notice through the "Report a copyright issue" form in the More tab of the FirstListen app, which asks for this information and takes your full legal name as your signature. You may also send it by email to support@firstlisten.live, or in writing to the following address:
ScotEllas Ventures Inc., c/o Craig Sherburne, 103, 6030 – 88 Street, Edmonton, Alberta, Canada T6E 6G4
Liability Limitation and Warranty
The design of the FirstListen System may be changed without notice, and SVI does not guarantee that compatibility of your computing devices with the FirstListen System. FirstListen System reserves the right to withdraw the FirstListen System product at any time.
THE FIRSTLISTEN SYSTEM, PRODUCT, DOCUMENTATION AND TECHNICAL SUPPORT (IF ANY) ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, SVI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE FIRSTLISTEN SYSTEM AND DOCUMENTATION, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS OF DESIGN, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE AND ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL WARRANTIES IN RESPECT OF THE PRODUCT AND DOCUMENTATION AND NO AGENT OF SVI IS AUTHORIZED TO ALTER ITS WARRANTY OBLIGATIONS.
THE ENTERING INTO OF THIS AGREEMENT DOES NOT INCLUDE ANY CONSIDERATION FOR SVI TO ACCEPT ANY RISKS OF PRODUCT QUALITY, ACCESSIBILITY, USABILITY OR SUITABILITY AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY SVI, SVI WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIAL ADDITIONAL COMPENSATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SVI BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM ARISING OUT OF THIS AGREEMENT, INCLUDING SVI'S PROVISION OR INABILITY OR FAILURE TO PROVIDE THE SVI PRODUCTS AND DOCUMENTATION OR ACCESS TO THE FIRSTLISTEN SYSTEM, PRODUCTS, OR DOCUMENTATION, THE USE OF OR INABILITY OF YOU TO USE THE FIRSTLISTEN SYSTEM, PRODUCTS OR ITS DOCUMENTATION OR THE RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, ERRORS, DEFECTS, DELAYS IN PERFORMANCE OR TRANSMISSION OR FAILURE OF PERFORMANCE, EVEN IF SVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE.
SVI'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT ARISING IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO SVI FOR THE FIRSTLISTEN SYSTEM, ITS PRODUCTS OR ACCESS TO THE FIRSTLISTEN SYSTEM UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE FINAL ACT OR EVENT WHICH GAVE RISE TO SUCH LIABILITY, OR $10.00, WHICHEVER IS LESSER.
YOU USE THE FIRSTLISTEN SYSTEM AT YOUR OWN RISK. SVI MAKES NO REPRESENTATION WITH RESPECT TO ITS PRODUCT'S INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. YOU AGREE THAT SVI SHALL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY YOU AGAINST ANY AND ALL CLAIMS BROUGHT AGAINST YOU. AS USED HEREIN, "CLAIMS" SHALL MEAN ANY CLAIM, SUIT, ACTION, AND ANY OTHER FORM OF LEGAL PROCEEDING. IN ITS CAPACITY AS AN AGENT FOR THIRD-PARTIES, YOU ACKNOWLEDGE AND AGREE TO HOLD SVI HARMLESS FOR THE ACTIONS OR INACTIONS OF ITS PRINCIPAL.
YOU ACKNOWLEDGE AND AGREE THAT PAYMENTS MADE BY YOU AS PART OF FIRSTLISTEN'S SYSTEM ARE MADE WITH THIRD PARTY SERVICE PROVIDERS AND THAT SVI SHALL HAVE NO RESPONSIBILITY TO YOU WITH RESPECT TO THE PAYMENTS YOU MAKE.
YOU USE THE FIRSTLISTEN SYSTEM AT YOUR OWN RISK. SVI IS PROVIDING AN OPEN MARKETPLACE FOR COMMUNICATION AND INTERACTION WITH OTHERS, AND UNLESS EXPLICITLY STATED AS SUCH, SVI HAS MADE NO INVESTIGATIONS OR INSPECTION OF THE PARTIES, OR IDENTITIES OF THE PARTIES, ON THE FIRSTLISTEN SYSTEM OR USING SVI PRODUCTS AND FIRSTLISTEN SYSTEM. YOU ACKNOWLEDGE AND AGREE THAT SVI SHALL HAVE NO RESPONSIBILITY FOR INTERACTIONS YOU HAVE WITH OTHER USERS OF THE FIRSTLISTEN SYSTEM. YOU AGREE THAT USE OF THE FIRSTLISTEN SYSTEM IS AT YOUR RISK, AND THAT SVI'S MAXIMUM LIABILITY IS AS OTHERWISE DESCRIBED HEREIN. YOU AGREE AND ACKNOWLEDGE THAT SVI PROVIDES NO SUPERVISION OR ASSESSMENT OF USERS OF THE FIRSTLISTEN SYSTEM.
FirstListen is a connection platform, not a record label or talent agency. SVI is not a party to any agreement, collaboration or other arrangement you make with another user, and takes no cut, commission or royalty from it.
You understand and agree that SVI makes no representation or warranties regarding use of the FirstListen System. You understand and agree that you have the sole responsibility for adequate protection and backup of your data or equipment used in connection with the FirstListen System and shall not claim against SVI for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the FirstListen System.
You agree that you will indemnify and hold SVI harmless from any claims that is made against SVI arising out of your or Your Parties use of the FirstListen System. This indemnification explicitly includes, but is not limited to, illegal, fraudulent, slanderous or libelous activities undertaken by you or Your Parties and interactions Your Parties have with other users of the FirstListen System.
Other Matters
You acknowledge and agree that the law governing these Terms of Service shall be the law of the Province of Alberta, Canada, without giving effect to any choice or conflict of law provision or rule and that these Terms of Service are deemed to be executed in, and agreed to, in Edmonton, Alberta, Canada. Except as required by SVI to exercise its rights to pursue equitable relief, any legal suit, action, or proceeding arising out of based upon/or related to these Terms of Service or the licenses granted hereunder will be instituted exclusively in the courts of the Province of Alberta, and each you and SVI irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. You and SVI irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
You agree that this agreement is personal to you and you shall not be allowed to assign this agreement to anyone. You agree that SVI, as a corporation, may assign its rights hereunder without your prior consent.
When you use the FirstListen System or any of the SVI products, you will be asked to provide us with an Email address. You agree that SVI may communicate with you through that Email address, and that sending electronic communications through that Email address is an acceptable and sufficient means to communicate with you about these Terms of Service, and you agree that any notices we send by Email to the address you provide are deemed given and received by you on the date we send it. If you wish to contact us about, or in connection with, these Terms of Service you can correspond with us at support@firstlisten.live.
You agree that in no event shall SVI be liable to you, or be deemed in breach of its obligations under these Terms of Service, if and to the extent such failure or delay is caused by any circumstances beyond SVI's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
You agree that these Terms of Service constitute the entire agreement between the SVI and you and these Terms of Service and any subsequent updates to them, supersede any prior agreements, terms and conditions, and communications between SVI and yourself. No failure on the part of either SVI or you, to exercise, and no delay in exercising any right, power or single or partial exercise of any right, power or remedy by any party to this Agreement will preclude any other, or further, exercise thereof or the exercise of any other right, power or remedy. You acknowledge and agree that our agreement creates no agency, partnership or joint venture relationship and neither you nor SVI or its agents may act in any manner to bind the other.
