Merch Loft may amend the Terms related to the Services from time to time as indicated by the date above. Terms will become effective fifteen (15) days following posting for current users, or immediately for new users. Your continued access or use of the Site or the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2. License Granted to You to Use Site.
Subject to your compliance with these Terms, Merch Loft grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. The Merch Loft software applications and the Content are licensed, not sold, to you, and Merch Loft and its licensors retain ownership of all copies of the Merch Loft software applications and Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”). Third party software included in the Merchandise Service are licensed to you either under the Agreement or under the relevant third party software library’s license terms as published in the help or settings section of Site.
Merch Loft owns the copyrights, trademarks, service marks, graphics, logos, trade names, trade secrets, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Content, Merchandise Services and the Site, which are protected by copyright, trade dress, patent, trade secret, trademark laws and all other applicable intellectual and proprietary rights and laws. You acknowledge that Merch Loft retains all rights, title, and interest in the IP rights and any other proprietary rights in theMerchandise Services, the software and application programming interfaces (APIs) comprising theMerchandise Services, and all content therein. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Content in whole or in part except as expressly authorised by Merch Loft. Except as expressly and unambiguously provided herein, Merch Loft does not grant you any express or implied rights, and all rights in and to the Site and the Merch Loft Content are retained by Merch Loft. The Services may also contain third-party trademarks, service marks, graphics, and logos. The Music Services are owned and/or licensed by Merch Loft and are protected by the laws of the United States and other countries in which the Merchandise Services are made available. You agree to prevent any unauthorised copying, use, or distribution of the Merchandise Services. Except as expressly provided herein, Merch Loft does not grant any express or implied right to you under any Merch Loft owned or licensed copyrights, trademarks, trade secrets, patents, or other proprietary rights.
4. User-Generated Content.
Merch Loft users may post, upload, and/or contribute (“Post”) content to the Merchandise Service (which may include, for example, pictures, text, messages, information, comments, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the Merch Loftcommunity as well as any other part of the Merchandise Service, and any feedback, ideas or suggestions you provide to Merch Loft in connection with the Merchandise Service or Content (“Feedback”).
You promise that, with respect to any User Content you post on Merch Loft, (1) you have the right to post such User Content, and (2) such User Content, or its use by Merch Loft as contemplated by these Terms, does not violate the Terms, applicable law, or the intellectual property rights (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Merch Loft or any artist, band, label, entity or individual without express written consent from such individual or entity.
Merch Loft may, but has no obligation to, monitor, review, or edit User Content. In all cases, Merch Loft reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in HEY Platform’s sole discretion, violates these Terms. Merch Loft may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at Merch Loft’s sole discretion, and Merch Loft does not promise to remove or disable access to any specific User Content.
5. Rights you grant us.
In consideration for the rights granted to you under the Agreements, you grant Merch Loft the right (1) to allow the Merchandise Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, (3) to use User Content without restriction and without payment to you, and (4) to allow Merch Loft’s business partners to do the same. In any part of the Merchandise Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties.
You grant Merch Loft a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreement plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Merchandise Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
6. No Endorsements.
Merch Loft does not endorse any Provider or any Products. Providers are required by these Terms to provide accurate information, and although Merch Loft may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users and Providers
Any references in the Site, Application or Services to a Provider or User being “verified” (or similar language) only indicate that the Provider has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Merch Loft about any Provider, including of the Provider’s identity and whether the Provider is trustworthy, competent, credentialed, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity, qualifications, and suitability of others whom you contact or interact with via the Site. Merch Loft therefore recommends that you always exercise due diligence and care when deciding whether to interact with any Provider or use Provider’s Products. Merch Loft is not responsible for any damage or harm resulting from your interactions with other Users or with Providers.
7. Use of the Site.
In connection with your use of the Site you agree to the following restrictions:
- In order to use the Site, you must register for and maintain an active personal user Services account (“Account”). You agree to maintain accurate, complete, and up-to-date information in your Account (out-of-date information will invalidate your account). You will not register for more than one Account or register for an Account on behalf of an individual other than yourself; You also agree that Merch Loft may also reclaim your username for any reason. If your username or password is lost or stolen, or if you believe there has been unauthorised access to your account by third parties, please notify Merch Lofth immediately and change your password as soon as possible.
- You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You must be able to enter into a binding legal obligation and not barred from receiving products or services under applicable law.
- Merch Loft reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, the Services, or any part of the Site or Services with or without notice for any reason. Merch Loft performs regularly scheduled maintenance. While Merch Loft does its best to avoid customer impact, the Site or Services may be temporarily unavailable during maintenance periods
- You will not attempt to: 1) use the Site with crawlers, robots, data mining or extraction tools or any other functionality; 2) interfere with or damage Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; 3) use, display, mirror or frame the Site, or any individual element within the Site, Merch Loft’s name, any Merch Loft trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site without Merch Loft’s express written consent; 4) solicit, collect or use the login credentials of other Users or Providers; 5) modify, download, intercept, or create any derivative works of the Music Services, including any translations or localisations thereof; 6) access or use the Music Services through an application or means not authorised by Merch Loft; 7) copy, redistribute, reproduce, “rip”, record, transfer, perform or display to the public, broadcasting, or make available to the public any part of the Merchandise Service or the Content, or otherwise make public any use of the Merchandise Service or the Content which is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Merchandise Service or the Content or any part of it; 7) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the Music Services to or for the benefit of any third party; 8) sell a user account or playlist, or otherwise accepting any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist; 9) Circumvent any territorial restrictions applied by Merch Loft or it licensors; 10) Artificially increasing play count or otherwise manipulating the Services by using a script or other automated process; 11) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure or organisation of the Music Services; 12) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Music Services; 13) publish or provide any results of any Music Services, in whole or in part, aggregated or otherwise, to a third party without Merch Loft’s prior written consent; 14) provide your username and password used to access the Music Services to any third party; 15) use any systems or means, automated or otherwise, to access, acquire, copy, scrape, harvest, or monitor any part of the Music Services; 16) Circumvent any technology used by Merch Loft, its licensors, or any third party to protect the Content or the Merchandise Service; 17) use any other technologies or initiate any other activities that may harm the Services, or the interests or property of Merch Loft or other users of the Music Services; 18) exchange with other Users or otherwise post or disseminate any files for which you do not have legal ownership and/or rights to exchange; or 19) aid or encourage any third party to engage in any activity that would constitute a breach of these Terms.
- You must not create or submit unwanted email, comments, or other forms of commercial or harassing communications to any Users or Providers, use the Site for any commercial or other purposes that are not expressly permitted by these Terms, or recruit or otherwise solicit any Provider or User to join third-party services or websites that without Merch Loft’s prior written approval. You may not submit any User Content or use the site in a manner which impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading; involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the Merch Loft inbox; involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorised by Merch Loft; or links to, references, or otherwise promotes commercial products or services, except as expressly authorised by Merch Loft;
- You may not use the site to post, transmit, distribute, or submit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, abusive, defamatory, offensive, threatening, obscene or pornographic or sexually suggestive photos or other content via the Service or any information concerning any other person or entity, regardless of confidentiality or privacy, including without limitation, photographs of others without their permission, social security or alternate national identity numbers, phone numbers, email addresses, passwords, other personal contact information, or credit, debit, calling card, account numbers;
- You may not use the Site to promote any action that is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Merch Loft or a third party;
- You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities.
- You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site. You will not violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations or infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity, attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or advocate, encourage, or assist any third party in doing any of the foregoing.
Subject to these Terms, you will defend, indemnify and hold Merch Loft and each of its officers, directors, employees and agents, harmless from and against any claim, cause of action, liability, expense, loss or demand, including without limitation reasonable legal and accounting fees, arising out of, or in any way connected with your breach of these Terms or the agreements made part of these Terms by reference, your breach of any applicable law, your use of or access to the Site, your interaction with Users or Providers, the purchase and sale of any Products or products, and the use of any intellectual property. You are solely responsible for all User Content that you post or any files you exchange with other Users. Merch Loft is not responsible for User Content or files transferred by Users, nor does it endorse any opinion contained in any User Content or the authenticity of, rights to, or legitimacy of any files exchanged between Users. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST HEY PLATFORMS RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD HEY PLATFORMS HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
9. Limitation of Liability.
By using the Site you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Providers, Users, or other third parties will be limited to a claim against the particular Provider, User, or other third parties who caused you harm, including any damages or harm resulting from exchanging files, information, or communications with any other user.You agree not to attempt to impose liability on or seek any legal remedy from Merch Loft with respect to such actions or omissions. Merch Loft shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services or purchase of Products or Products, even if Merch Loft has been advised of the possibility of such damages. Merch Loft shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party Provider, even if Merch Loft has been advised of the possibility of such damages. Merch Loft shall not be liable for delay or failure in performance resulting from causes beyond Merch Loft’s reasonable control. You acknowledge that third party Providers providing Products services requested and may not be professionally licensed or permitted. In no event shall Merch Loft’s total liability to you in connection with the services for all damages, losses and causes of action exceed one hundred U.S. Dollars (us $100).
10. Choice of Law and Venue.
British law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Merch Loft (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN THE UNITED KINGDOM.
11. Arbitration and Waiver.
If You intend to seek arbitration You must first send to Merch Loft, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Merch Loft must be sent to email@example.com. The Notice shall describe the nature and basis of the claim or disputes and the specific relief sought. If you and Merch Loft cannot reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Merch Loft may commence arbitration. All arbitrations required by these Terms will be conducted under the Commercial Arbitration rules of the American Arbitration Association. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. The arbitrator’s award is binding and may be entered in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration brought under, or with respect to, Claims is to be joined to an arbitration involving any other party subject to these Terms whether through class arbitration proceedings or otherwise. Unless Merch Loft and You agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, private attorney general or class proceeding.
For arbitration claims you assert against Merch Loft in accordance with this section (but not for any arbitration claim against you) Merch Loft will pay all of your administrative, hearing, and arbitrator’s fees and costs for the arbitration (but not the fees, expenses, and costs of your lawyers, experts, or witnesses) in excess of any filing fee you would have been required to pay to file the claim as a lawsuit in a state or federal court (whichever is greater) in the judicial district in which you reside. Unless unlawful, Merch Loft will pay its, and you will pay your, lawyers’, experts’, and witness fees, expenses, and costs with respect to all claims. The arbitrator may award money or equitable relief in favour of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties.
TO THE EXTENT PERMITTED BY LAW, YOU WILL NOT AGREE TO ACT AS A REPRESENTATIVE OR A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT AGAINST MERCH LOFT IN ANY COURT, OR IN ARBITRATION, WITH RESPECT TO ANY CLAIMS. THIS SECTION (CONFIDENTIAL ARBITRATION) WILL SURVIVE THE TERMINATION OF THE RELATIONSHIP BETWEEN YOU AND MERCH LOFT. ANY AND ALL DISPUTES MERCH LOFT OR YOU HAS RELATING IN ANY WAY TO THE SERVICES OR YOUR RELATIONSHIP WITH THE MERCH LOFT.