These legal terms are between you (Artist/you) and Insidr (Insidr/us/we) and you agree to them by using the Insidr app and website (the “Terms”) , Insidr is a music streaming app with a subscription model (the “Insidr Service”) providing music, videos, podcasts, or other material that is made available through the Insidr Service (the “Content”).
1. Your Use of Insidr
Access to Insidr
- We grant to you limited, non-exclusive, revocable permission to make use of Insidr and the content on the Insidr app and website.
- Your access will be effective until you or Insidr terminates it. You agree that you will not redistribute or transfer the or the Content.
- The Insidr web and applications and the therein are licensed, not sold or transferred to you, and Insidr and its licensors retain ownership of all copies of the Insidr software applications and content even after installation on your mobile or desktop devices.
Insidr’s Proprietary Rights
- The Insidr Service and the content are the property of Insidr. All Insidr trademarks, service marks, trade names, logos, domain names, and any other features of the Insidr brand (“Insidr Brand Features”) are the sole property of Insidr.
- These Terms do not grant you any rights to use any Insidr Brand Features whether for commercial or non-commercial use.
- You agree to abide by these Terms and not to use the Insidr Service, the content, or any part thereof in any manner not expressly permitted by these Terms.
2. Content and Intellectual Property Rights
The content you post on the service
- Insidr users may post, upload, or otherwise contribute content to the Insidr Service (“User Content”). For the avoidance of doubt, “User Content” includes all music, information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to the Insidr Service by users.
You are solely responsible for all User Content that you post
- You promise that, with respect to any User Content you post on Insidr, (1) you own or have the right to post such User Content; (2) such User Content, or its use by Insidr pursuant to the license granted below, does not: (i) violate these Terms, applicable law, or the intellectual property or other rights of any third party; or (ii) such User Content does not imply any affiliation with or endorsement of you or your User Content by Insidr or any artist, band, label, or other individual or entity without the prior express written consent from Insidr or such individual or entity.
- In posting or sharing User Content or other information on the Insidr Service, please keep in mind that content and other information may be publicly accessible, and may be used and re-shared by others on the Insidr Service and across the web, so please use caution in posting or sharing on the Insidr service, and be mindful of your account settings. Insidr is not responsible for what you or others post or share on the Insidr Service.
Monitoring user content
- Insidr may, but has no obligation to, monitor or review User Content. Insidr reserves the right to remove or disable access to any User Content for any or no reason. Insidr may take these actions without prior notification to you.
3. Licenses that you grant us
- You retain ownership of your User Content when you post it to the Service. However, in order for us to make your User Content available on the Insidr Service, we do need a limited license from you to that User Content. Accordingly, you hereby grant to Insidr a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such User Content 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, in connection with the Insidr Service.
- Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any “moral rights” or equivalent rights, 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.
- If you provide ideas, suggestions, or other feedback in connection with your use of the Insidr Service or any Content (“Feedback”), such Feedback is not confidential and may be used by Insidr without restriction and without payment to you. Feedback is considered a type of User Content under these Terms.
- You also grant to us the right (1) to allow the Insidr Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Insidr Service, (2) to provide advertising and other information to you, and to allow our business partners to do the same.
- In any part of the Insidr Service, the Content that you access, including its selection and placement, may be influenced by commercial considerations, including Insidr’s agreements with third parties.
- Some Content licensed by, provided to, created by, or otherwise made available by Insidr (e.g., podcasts) may incorporate advertising, and Insidr is not responsible for any such advertising.
4. Problems and Disputes
Suspending and terminating the Insidr Service
- These Terms will continue to apply to you until terminated by either you or Insidr.
- Insidr may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Insidr Service at any time if we believe you have breached any of these Terms, if we stop providing the Insidr Service or any material component thereof on reasonable notice to you, or as we believe necessary to comply with applicable law.
- If you or Insidr terminate these Terms, or if Insidr suspends your access to the Insidr Service, you agree that Insidr shall, subject to applicable laws, have no liability or responsibility to you, and (except as expressly provided in these Terms) Insidr will not refund any amounts that you have already paid.
- You may terminate these Terms at any time, in which case you may not continue accessing or using the Insidr Service. To learn how to terminate your Insidr account, please use the Customer Support resources on our About Us page.
- Insidr will provide the Insidr Service using reasonable care and skill and in accordance with any specification of the Insidr Service provided by Insidr, however, subject to that, the Insidr Service is provided “as is” and “as available,” without any warranties of any kind, whether express, implied, or statutory.
- Further, Insidr and all owners of the content disclaim any express, implied, and statutory warranties regarding the content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
- Neither Insidr nor any owner of content warrants that the Insidr Service or content is free of malware or other harmful components. In addition, Insidr makes no representation regarding, nor does it warrant or assume any responsibility for, any third-party applications (or the content thereof), user content, devices or any product or service advertised, promoted or offered by a third party on or through the Insidr Service or any hyperlinked website, and Insidr is not responsible for any transactions between you and any third-party providers of the foregoing.
- No advice or information whether oral or in writing obtained by you from Insidr shall create any warranty on behalf of Insidr. While using the Insidr Service, you may have access to explicit content filtering features, but use of these features may still result in some explicit content being served and you should not rely on such features to filter all explicit content. This section applies to the fullest extent permitted by applicable law.
- Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you and nothing will affect your statutory rights.
Limitation of Liability and Time for Filing a Claim
- Subject to applicable law, you agree that your sole and exclusive remedy for any problems or dissatisfaction with the Insidr Service is to uninstall any Insidr software and to stop using the Insidr Service.
- You agree that Insidr has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the Insidr Service, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to Insidr, for any problems or dissatisfaction with any third-party applications or the content thereof, is to uninstall or stop using such third-party applications.
- In no event will Insidr, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Insidr Service, devices, third-party applications, or third-party application content; or (3) aggregate liability for all claims relating to the Insidr Service, third-party applications, or third-party application content more than the greater of (a) the amounts paid by you to Insidr during the twelve months prior to the first claim; or (b) £50.00. Any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.
- For clarification, these Terms do not limit Insidr’s liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation and for any other liability that, by applicable law, may not be limited or excluded.
- Except where such restriction is prohibited under applicable law, any claim arising under these Terms must be commenced (by filing a demand for arbitration or filing an individual action under the arbitration agreement below) within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
Third Party Rights
- You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, these Terms are not intended to grant rights to anyone except you and Insidr, and in no event shall these Terms create any third-party beneficiary rights.
- If you have downloaded any of our mobile software applications (each, an “App”) from the Apple Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple.
- These Terms are between you and Insidr only, not with Apple, and Apple is not responsible for the Insidr Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Insidr Service. In the event of any failure of the Insidr Service to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Insidr Service.
- Apple is not responsible for addressing any claims by you or any third party relating to the Insidr Service or your possession or use of the Insidr Service, including: (1) product liability claims; (2) any claim that the Insidr Service fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement.
- Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Insidr Service or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Insidr Service.
- Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
- You agree to indemnify and hold Insidr harmless from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable attorney fees and costs) suffered or incurred by Insidr arising out of or related to: (1) your breach of any of these Terms (including any additional Insidr terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Insidr Service; and (4) your violation of any law or the rights of a third party.
5. Governing Law, Mandatory Arbitration and Venue
Governing Law / Jurisdiction
- Unless otherwise required by mandatory laws in your country of residence, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.
- Further, you and Insidr agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them), except where under applicable mandatory laws, you can choose to bring legal proceedings in your country of residence, or we are required to only bring legal proceedings in your country of residence.
Class Action Waiver
- Where permitted under the applicable law, you and Insidr 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 action. Unless both you and Insidr agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
- If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, the following mandatory arbitration provisions apply to you:
Dispute resolution and arbitration
- You and Insidr agree that any dispute, claim, or controversy between you and Insidr arising in connection with or relating in any way to these Agreements or to your relationship with Insidr as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration.
- Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
- Notwithstanding the section above, you and Insidr both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court ,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.
- Either you or we may start arbitration proceedings. Any arbitration between you and Insidr will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.
- Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the laws of England and Wales, without regard to choice or conflicts of law principles.
Time for filing
- Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Insidr’s address for Notice is: [Insidr, Attn: Otung Limited, 35 Grove Park, Colwyn Bay, Conwy LL29 7TY].
- The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Insidr may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Insidr shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- In the event our dispute is finally resolved through arbitration in your favor, Insidr shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Insidr in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
- Except as required to enforce the arbitrator’s decision and award, neither you nor Insidr shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
- In the event that Insidr makes any future change to this arbitration provision (other than a change to Insidr’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Insidr’s address for Notice, in which case your account with Insidr shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
- If the class action waiver at Section is found to be unenforceable in arbitration or if any part of this Section is found to be invalid or unenforceable, then the entirety of this Section shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section shall govern any action arising out of or related to the Agreements and you shall not be prevented from bringing proceedings at any time.
7. About these Terms
- Under applicable law, you may have certain rights that can’t be limited by a contract. These Terms are in no way intended to restrict those rights.
- We may make changes to these Terms (including any additional Insidr terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means (before they take effect), including by posting a revised Agreement on the applicable Insidr Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other means).
- Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms, or other Insidr terms and conditions, incorporating such changes, or otherwise notified you of such changes. Your use of the Insidr Service following any changes to these Terms will constitute your acceptance of such changes.
- If you do not wish to continue using the Insidr Service under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
- Other than as stated in this section or as explicitly agreed upon in writing between you and Insidr, these Terms constitute all the terms and conditions agreed upon between you and Insidr and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
- As noted above, other terms and conditions governing use of the Insidr Service are incorporated herein by reference.
Severability and Waiver
- Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
- Any failure by Insidr or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Insidr’s or the applicable third-party beneficiary’s right to do so.
- Insidr may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.
Updated: 23 Aug 2022