terms of service
Please note that, as described further in Section 5 below, each Claiming Party for each sound recording must agree to these Terms of Service by subscribing to the Slang Service. Slang will not process payments for any sound recording Claiming Party unless and until such time as all such Claiming Parties for the applicable Licensed Content have subscribed to the Slang Service.
The Slang Service
The Slang Service is comprised of
(i) the Slang or Stem application, an application that will allow you to upload and view Licensed Content and related accounting, payment and other information;
(ii) the Slang website, currently located at www.slangdistribution.com or www.Stem.is (and/or any successor or additional website(s) owned or operated by or for Slang);
(iii) the Slang syndication network to the extent provided by Slang (for example, when Slang makes videos, sound recordings or other content available on Third Party Platforms, as defined below);
(iv) the servers and networks operated by or on behalf of Slang; and/or
(v) any other technology and/or services (including payment technology) that Slang provides or uses in connection with the Slang Service. The Slang Service allows you to make video, audio and other content available through certain third-party services (“Third Party Platforms”), as determined by Slang from time to time. All content you make available hereunder is referred to as “Licensed Content”. Licensed Content may include sound recordings, audiovisual works (i.e., videos), musical compositions embodied in sound recordings, related promotional materials and any other type of original work that you may upload to the Slang Service from time to time, along with any other material that is ancillary to the Licensed Content, including, without limitation, text, software, scripts, graphics, images, audio, and other information relating to the Licensed Content.
Elements of Licensed Content may be owned or controlled by more than one person or entity. The owner or controller of each such element is referred to herein as a “Claiming Party.” As set forth in Section 4 below, you agree to identify the Claiming Party for each element of the Licensed Content.
As between you and Slang, you retain all rights in the Licensed Content not expressly licensed hereunder. You shall be solely responsible for the Licensed Content, whether created by or for you, and the consequences of posting or publishing Licensed Content by means of the Slang Service. You may not submit Licensed Content that contains any pornographic, infringing, hate-related, violent or illegal elements. You may only upload and publish Licensed Content for which you have sufficient rights and licenses to permit Slang’s sub-licensing and distribution as provided herein. You acknowledge that you have no expectation of privacy or confidentiality with respect to the Licensed Content.
License and Right to Sublicense
The Slang Service offers you several methods of distribution and publishing for your Licensed Content. For each method that you select on the Slang Service, you hereby grant to Slang a non-exclusive, sub-licensable and transferable right and license, in the countries you designate to Slang (the “Permitted Territory”) to:
(i) market, sell, distribute, use, display, publicly perform, transmit, distribute, copy, edit, modify, store, reproduce, make available for download or streaming and/or otherwise provide your Licensed Content, as applicable, through the Slang Service and on Permitted Third Party Platforms (defined below).
(ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on the Licensed Content;
(iii) distribute, transmit, and/or display the Licensed Content and encoded works via such technologies as are supported by Slang or the Permitted Third Party Platforms from time to time;
(iv) display advertisements and promotional material in connection with the Licensed Content; and
(v) perform such other acts with respect to the Licensed Content as are necessary from time to time to allow Slang to provide the Slang Service.
The rights granted hereunder shall include the sale and making available of Licensed Content by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, so-called “cloud services” and interactive television. In claiming rights in Licensed Content, you will identify any Permitted Territory for which you own or control the rights referred to above. Slang’s rights hereunder shall include, without limitation, the right to reproduce and store the entirety of the Licensed Content and the components thereof (i.e., recordings, data and artwork) and any related promotional materials in digital form on one or more computer facilities of or under the control of Slang and/or its subcontractors for the purpose of effectuating the marketing, sale and distribution of the Licensed Content as permitted hereunder.
This license to Slang and the Permitted Third Party Platforms will terminate at such time as you remove or delete your Licensed Content from the Slang Service, or you otherwise indicate that you no longer control the above rights for a specific Permitted Territory.
You understand and agree that
(i) the foregoing termination is subject to a reasonable wind-down period, not to exceed thirty (90) days, during which your Licensed Content may remain available through the Slang Service and
(ii) Slang may retain, but not display, distribute, or perform, metadata relating your Licensed Content that you removed or deleted from the Slang Service.
You shall submit the following information for each separate work constituting Licensed Content you submit to the Slang Service hereunder (“Licensed Work”) for each Permitted Territory:
(i) the name or title of the Licensed Work, and any other identifying or related information Slang may request from time to time;
(ii) the Permitted Territory for which rights are granted;
(iii) the names of Third Party Platforms that may exploit the Licensed Content in each such Permitted Territory (“Permitted Third Party Platforms”);
(iv) a listing of each and every party claiming rights in any element of the Licensed Work (including any and all contributors to the musical composition embodied in the Licensed Work) (as defined above, each, a “Claiming Party” and collectively the “Claiming Parties”); and
(v) contact and payment information (method, bank routing) for each Claiming Party, including without limitation the percentage interest of any Net Income to be paid to each such Claiming Party.
You may enter and update this information and your account information via the Slang Application.
For each work comprising part of the Licensed Content, Slang will pay all Claiming Parties in the aggregate a sum equal to ninety-five percent (85%) of Net Income. As used herein, “Net Income” is defined as Slang’s actual receipts from Third Party Platforms with respect to Licensed Content, less any tax, fee or other third-party charge related to the exploitation of the Licensed Content. To the extent that you owe any amounts to Slang as a consequence of these Terms of Service or otherwise, Slang shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to Claiming Parties. Such amounts shall be paid to the Claiming Parties according to the percentage interests you provide pursuant to Section 4(v) above.
Slang will provide any payments due to each Claiming Party within forty-five (45) business days following the end of the calendar month in which Slang receives any amount from a Third Party Platform in respect of an item of Licensed Content. Slang will not make payment to any Claiming Party unless and until the earned balance for that Claiming Party is at least US $100 (or its equivalent in local currency) at the time payment is due. Each Claiming Party shall have a valid method of payment (bank information) on file with Slang. Slang may suspend payments to any Claiming Party not having a valid method of payment (bank information) on file with Slang. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law. You will be responsible for any bank fees or other charges related to such payments.
By listing the Claiming Parties as set forth in Section 4(v) above, you represent and warrant that for each Licensed Work you have identified every possible Claiming Party. You also acknowledge that each Claiming Party will receive any payments due separately and that Slang will only pay you your percentage interest. All payments due hereunder shall be processed according to the information you give to Slang and only to the extent that information includes a valid payment method. Please note that all Licensed Works comprised of sound recordings, each Claiming Party must agree to these Terms of Service by subscribing to the Slang Service. Slang will not process payments for any Licensed Works comprised of sound recordings unless and until such time as all Claiming Parties are subscribers to the Slang Service.
In the event that Slang in the exercise of its sole discretion has reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Slang reserves the right to discontinue the payment of Net Income to any or all Claiming Parties with respect to the applicable Licensed Work(s) until resolution of the suspicion. Furthermore, you agree that such payments will be forfeited by you if Slang determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates’ actions or omissions, any costs Slang incurs (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by from any monies otherwise payable to you hereunder. Such deduction shall not act as a limitation on any amounts that may otherwise be due to Slang. Certain Third Party Platforms may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.
You shall obtain all necessary consents (including with respect to name and likeness), secured all licenses and paid all associated fees required to be paid to third parties (including for the use of any music performed in, contained in or synchronized with any of the Licensed Content) (“Third Party Fees”) and you covenant to timely pay any and all Third Party Fees required to be paid in the future. Third Party Fees shall include without limitation fees for (i) synchronization, digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from copyright owners or their agents, (ii) amounts due under collective bargaining agreements or pursuant to statutes or regulations and (iii) and any and all payments that may be due to parties other than Claiming Parties.
You agree to not release any other records or singles embodying the performance of
an Artist whose featured performances are embodied in the Content via any other person, entity or platform
for a period of sixty (60) days following Distributor’s initial commercial release of the Content embodying the
featured performances of the Artist concerned (the “Exclusivity Period”).
During the License Period, You shall not permit, to the extent Licensor controls such rights, Artist to re-record the compositions embodied in the applicable Content for any other person, entity or platform (excluding broadcast or concert performances).
(a) If at any time during the Term, You proposes to sell, assign, license, transfer, furnish or otherwise make available to a third party the recording services of any Subject Artist in the Territory or proposes to sell, assign, license, grant distribution rights to or transfer ownership or control of the Masters to a third party in the Territory, You shall notify Slang Distribution in writing of such intention (the “Upstreaming Notice”), and Slang Distribution shall have the exclusive rights of first negotiation and last refusal to acquire the recording services of such Subject Artist or acquire the applicable rights in or to the Masters (the “Acquisition Rights”) upon the following terms and conditions:
Right Of First Negotiation
(i) Slang Distribution shall have the exclusive right, during the fifteen (15) day period immediately following the date Slang Distribution receives the Upstreaming Notice to notify You of Slang Distribution’s desire to enter into negotiations for the applicable Acquisition Rights.
(ii) In the event Slang Distribution so notifies You, Slang Distribution shall have the exclusive right, during the thirty (30) day period immediately following You’s receipt of such notice (the “Negotiation Period”) to negotiate the material terms and conditions of an agreement with You to acquire the applicable Acquisition Rights (“Acquisition Agreement”). Slang Distribution and You agree to negotiate such terms and conditions at all times reasonably and in good faith, and Slang Distribution and You shall use their respective best efforts to consummate such Acquisition Agreement.
(iii) If Slang Distribution elects not to enter into negotiations for the Acquisition Rights or if, despite the parties’ best efforts, the material terms and conditions of an Acquisition Agreement cannot be reached during the Negotiation Period, then You shall have the right to negotiate an agreement for the applicable Acquisition Rights with any bona fide third parties, subject at all times to Slang Distribution’s right of last refusal as set forth below.
Right Of Last Refusal
(i) At all times during the six (6) month period immediately following the later of (A) the date of You’s Upstreaming Notice or (B) the expiration of the Negotiation Period, if any, You hereby agrees to immediately notify Slang Distribution in writing of any and all third party offers (and any and all third party responses to offers made by You) for any Acquisition Rights (“Notice of Offer”). The Notice of Offer shall include a copy of the third party’s offer or response, if available, and shall set forth the material terms and conditions of such offer or response (“Proposed Third Party Agreement”).
(ii) During the fifteen (15) day period immediately following Slang Distribution’s receipt of a Notice of Offer, Slang Distribution shall have the right to match the material terms and conditions of any such Proposed Third Party Agreement and acquire the applicable Acquisition Rights on such material terms and conditions.
(iii) If Slang Distribution elects not to match the material terms and conditions of a particular Proposed Third Party Agreement, Slang Distribution shall so notify You in writing, whereupon You shall have the right, during the ninety (90) day period immediately following the date of Slang Distribution’s notice, solely to consummate such Proposed Third Party Agreement with the proposing third party, but only upon the same material terms and conditions as were presented to and rejected by Slang Distribution, or upon material terms and conditions that are more favorable to You than the material terms and conditions presented to and rejected by Slang Distribution. If the applicable Proposed Third Party Agreement is not consummated within the ninety (90) day period referred to herein, then You shall re-submit to Slang Distribution a Notice of Offer in respect of such Proposed Third Party Agreement and Slang Distribution’s Right of First Refusal shall apply in all respects to such re-submitted Notice of Offer.
(iv) If, prior to the consummation of any Proposed Third Party Agreement, the material terms and conditions thereof are altered to be less favorable to You or if for any reason the Proposed Third Party Agreement is not consummated, You hereby agrees to immediately notify Slang Distribution thereof in writing. You further agrees that Slang Distribution’s right of last refusal as set forth in this Paragraph 3.08 shall apply to any and all subsequent Proposed Third Party Agreement(s).
(b) For purposes of this Paragraph, the words “material terms and conditions” shall include, among other material provisions, as applicable, those provisions of the applicable Acquisition Agreement or Proposed Third Party Agreement relating to (i) the term(s) of exclusivity and rights, (ii) the territory, (iii) product commitment, (iv) royalty rates, (v) recording budgets (if any) and (vi) Advances (if any).
(c) For purposes of this Paragraph, the words “party” and “parties”
shall include persons, firms, association, corporations or other business entities.
First Negotiation Right
For good and valuable consideration, the receipt of which is hereby acknowledged, Licensor grants to Slang a "First Negotiation Right" for the duration of the Term of this Agreement. “First Negotiation Right” shall mean, prior to negotiating with any third-party, directly or indirectly, to enter into an exclusive recording agreement, distribution agreement or similar arrangement with an Artist, Licensor shall first give Distributor notice of Licensor’s intention to do so (such notice which shall not be given until Licensor intends to seek, in good faith, third-party offers in connection with the rights concerned) and shall negotiate with Distributor exclusively for a period of no less than thirty (30) days (the “First Negotiation Period”). If an agreement is not reached within the First Negotiation Period, Licensor may thereafter enter into negotiations with a third party to acquire the rights concerned. If material terms are agreed within the First Negotiation Period, but an amendment to this Agreement or separate written agreement, as the case may be, is not yet finalized within the First Negotiation Period, Licensor and Distributor will be deemed to have reached an agreement for purposes of this provision, and, as such,
Licensor shall not be entitled to enter into negotiations with a third party therefor (provided that, if a written agreement regarding the subject matter thereof is not finalized and fully executed within ninety (90) days after such material terms have been agreed, and any failure to enter into such written agreement during this ninety (90) day period is not caused by an unreasonable delay by Licensor or anyone acting on Licensor’s behalf, then Licensor shall be free to approach and negotiate with a third party).
Slang’s content, including without limitation the text, software, scripts, graphics, photographs, sounds, music, videos, interactive features and the like accessible through the Slang Service (collectively, the “Slang Content”) and the trademarks, service marks and logos contained therein (the “Slang Marks”), are owned by or licensed to Slang, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Slang Content, and Slang Marks are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever. Slang reserves all rights not expressly granted in and to the Slang Service. If you download or print a copy of any Slang Content, you must retain all copyright and other proprietary notices contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the Slang Service or features that prevent or restrict use or copying of any Slang Content or Licensed Content.
You hereby grant Slang and the Permitted Third Party Platforms a non-exclusive, royalty-free right to reproduce and display the logos, trademarks, trade names and other similar identifying material owned or controlled by you that is associated with the Licensed Content, solely for the purposes of promoting, marketing and/or displaying the Licensed Content and, to grant sublicenses thereto on the same terms and conditions to Slang’s affiliates and partners (including without limitation the Third Party Platforms) to the extent necessary in connection with the provision of the Slang Service. This trademark license will terminate automatically upon the termination of this Agreement.
Representations and Warranties
You represent and warrant at all times that:
(i) you are either more than 18 years of age, an emancipated minor or possess legal parental or guardian consent and are fully authorized to enter into this Agreement on your own behalf and on behalf of any other individuals or companies you are representing;
(ii) you are fully able and competent to accept, make and/or perform the terms, conditions, obligations, representations and warranties set forth in this Agreement, and to abide by and comply with the terms herein;
(iii) if you are a You, you are duly organized, validly existing and in good standing under the laws of the state of your organization, you have full corporate power and authority to enter into this Agreement, and you are duly authorized to perform the obligations and to carry out the provisions of this Agreement;
(iv) you understand that this Agreement contains legal and valid obligations, binding and enforceable in accordance with its terms; and
(v) neither the execution, delivery nor performance of this Agreement conflicts with any agreement, instrument, or understanding, oral or written, to which you are a party or by which you may be bound, or violates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over you.
You specifically represent and warrant that
(i) you either own fully and outright the Licensed Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by you under this Agreement in each and every Permitted Territory, to make the representations and warranties made herein, and to perform your obligations hereunder;
(ii) the Licensed Content and the distribution and/or publication of the Licensed Content through the Slang Service, directly or indirectly, does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party;
(iii) you have obtained all necessary consents (including with respect to name and likeness), secured all licenses and paid all Third Party Fees (defined in Section 5 above). You further expressly agree that, as between you, on the one hand, and Slang and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees as a result of distribution of the Licensed Content pursuant to this Agreement shall be your obligation and not the obligation of Slang or any of its affiliates, subsidiaries or partners. You warrant that all moral rights to the Licensed Content have been waived.
Slang represents and warrants that
(i) it has the right and authority to enter into this Agreement and
(ii) the Slang Service will operate in accordance with its specifications, as such may be revised by Slang from time to time.
SLANG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE.
You agree to defend, indemnify and hold harmless Slang and its affiliates, subsidiaries and distribution partners, technology and service providers and their respective officers, directors, employees and/or agents (collectively, “Slang Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from:
(i) your use of and access to the Slang Service;
(ii) your violation of any term of these Terms of Service, including any breach of any representation, warranty, covenant or agreement made by you herein;
(iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right;
(iv) any claim that any Licensed Content you uploaded or published by means of the Slang Service caused damage to a third party; or
(v) your gross negligence or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Slang Indemnitees. Slang shall have the right, in its sole discretion, to select its own legal counsel to defend the Slang Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the Slang Indemnitees in connection therewith. You shall notify Slang immediately if you become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect your or Slang’s ability to fully perform its respective duties or to exercise its respective rights under these Terms of Service. You shall not, without the prior express written approval of Slang, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any Slang Indemnitee. This defense and indemnification obligation will survive your use of the Slang Service.
Slang agrees to defend, indemnify and hold you harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from any failure of the Slang Service to operate in accordance with its specifications, as revised by Slang from time to time (“Slang-Related Claims”). Slang shall be solely responsible for the defense and settlement of any Slang-Related Claim, including payment of losses, costs, damages or expenses resulting from the foregoing. You shall notify Slang immediately if you become aware of any actual or potential Slang-Related Claims.
IN NO EVENT WILL SLANG, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF THE SLANG SERVICE, NO MATTER WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SLANG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT WILL SLANG’S AGGREGATE LIABILITY TO YOU EXCEED ONE THOUSAND DOLLARS ($1,000) FOR ANY AND ALL CAUSES. YOU AGREE THAT THE FOREGOING LIMITATION IS A FUNDAMENTAL PART OF THE BASIS OF SLANG’S BARGAIN HEREUNDER, AND THAT SLANG WOULD NOT PROVIDE THE SLANG SERVICE WITHOUT SUCH LIMITATION.
Slang reserves the right to suspend its performance at any time, without giving prior notice, for any act which Slang, in its sole discretion, determines to be harmful to Slang, to any Third Party Platform, any end user of the Slang Service, the Slang Service itself or which Slang determines in good faith violates or fails to comply with any applicable law or regulation. Slang may, without notice to you, remove or block any Licensed Content from the Slang Service or any Third Party Platform.
This license to Slang and all Permitted Third Party Platforms will terminate
(i) within a commercially reasonable time after you remove or delete all your Licensed Content from the Slang Service or
(ii) when there has been no economic activity with respect to your Licensed Content for a period of one (1) year. You may
(ii) change the Permitted Territories or
(iii) change the Permitted Third Party Platforms for any Licensed Work at any time. All the actions described in the preceding two sentences may be taken by sending email to support.Slang.is. Within three (3) days of its receipt to that notice, Slang will submit a request for removal of the Licensed Content to the applicable Permitted Third Party Platform for the applicable Permitted Territories. Slang shall have no liability for the failure of a Third Party Platform to remove such Licensed Content.
Slang may terminate your access to all or any part of the Slang Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the Slang Service at any time a set forth above, provided that all provisions of these Terms of Service which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You acknowledge and agree that Slang has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that Slang assumes no responsibility for controlling or monitoring such alleged infringement. Slang is not responsible for enforcing your intellectual property rights, including by issuing cease and desist letters, filing suit or taking other legal action against alleged infringers.
By way of example and not limitation, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Licensed Content, using any communications service or other service available on or through the Slang Service, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
- is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, offensive, profane, pornographic or obscene, or promotes hate or incites violence;
- misrepresents the source, identity or content of information transmitted via the Slang Service;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or a chain letter, a pyramid scheme, petitions for signatures, charity requests or any other similar solicitation;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any sySlang, data or other information of Slang or any third party;
- impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Slang or access the Slang accounts of others without permission;
- constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause Slang to violate any applicable law or regulation;
- collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation of any users of the Slang Service; or
- otherwise violates these Terms of Service or any policy posted on the Slang website.
Additionally, you agree that you will not:
(i) take any action that imposes, or may impose, in Slang’s sole discretion, an unreasonable or disproportionately large load on Slang’s infrastructure;
(ii) interfere or attempt to interfere with the proper working of the Slang Service or any activities conducted on the Slang Service;
(iii) alter or modify any part of the website or access Licensed Content through any technology or means other than those explicitly designated by Slang;
(iv) bypass any measures Slang may use to prevent or restrict access to the Slang Service, other accounts, or computer system or networks connected to the Slang Service; or
(v) interfere with any other user’s enjoyment of the Slang Service, including, without limitation, accessing an account of a Slang user that is not yours.
You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Slang Service or any content available through the Slang Service (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. In addition, you may not remove any proprietary notices, marks or labels.
You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the Slang Service in a manner which sends more request messages to the Slang server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, Slang may grant the operators of search engines permission to use robots to copy materials from the Slang website for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.
You shall not harvest or collect information from the Slang Service, including, without limitation, information about other users of the Slang Service. The use of any information learned through the Slang Service or while on the Slang website is limited to the express purposes set forth in these Terms of Service; all other uses are strictly prohibited.
Unless expressly authorized, you shall not frame or otherwise display any portion of the Slang website or any of its contents. No hyperlinks to any password-protected web pages on the Slang website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by Slang in its sole discretion.
Musical Compositions — Publishing Rights
As you are setting up the profile relating to each Licensed Work on the Slang System, you are asked whether you also wish to grant Slang the right to collect amounts due to you for “publishing” rights in the musical composition associated with such Licensed Work, for the Slang Service and on Permitted Third Party Platforms.
Those rights may include
(i) public performance rights,
(ii) mechanical reproduction rights,
(iii) sync rights and other similar rights required or desirable for use on the Slang Service and on Permitted Third Party Platforms, all of which rights are only applicable for the uses of the Licensed Content granted to Slang herein, and only as such composition is embodied in such Licensed Works. If you agree by checking that box, then this section will set forth the terms under which you grant those rights to Slang.
You agree that each musical composition embodied in a Licensed Work (defined in Section 4 above), and only as embodied in such Licensed Work and not on any independent or stand-alone basis, shall be part of the Licensed Content hereunder, and you hereby grant to Slang a revocable, non-exclusive, sub-licensable and transferable right and license, in the Permitted Territory (also defined in Section 4) to:
(i) use, display, publicly perform, transmit, distribute, copy, edit, modify, store, reproduce, make available for download or streaming and/or otherwise provide such musical composition as embodied in such Licensed Work through the Slang Service and on Permitted Third Party Platforms (defined above);
(ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on musical compositions comprising Licensed Content;
(iii) distribute, transmit, and/or display such musical compositions embodied in such Licensed Work via such technologies as are supported by Slang or the Permitted Third Party Platforms from time to time;
(iv) display advertisements and promotional material in connection with the musical compositions embodied in such Licensed Work; and
(v) perform such other acts with respect to the musical compositions as embodied in Licensed Works as are necessary from time to time to allow Slang to provide the Slang Service.
The rights granted hereunder shall include without limitation the sale and making available of musical compositions as embodied in Licensed Works by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, so-called “cloud services” and interactive television. In claiming rights in musical compositions comprising an element of Licensed Content, you will identify any Permitted Territory for which you own or control the rights referred to above. This license to Slang and the Permitted Third Party Platforms will terminate within a commercially reasonable time after you remove or delete the applicable Licensed Content from the Slang Service, or you otherwise indicate that you no longer control the above rights for a specific Permitted Territory.
You represent and warrant that you control the rights granted to Slang in this section.
Musical Compositions — Payment
Amounts Slang receives from the exploitation of the rights granted under Section 13 shall be accounted for as set forth in Section 5 above for the applicable musical composition. You acknowledge and agree that Slang treats sound recordings and musical compositions as separate works, and that accordingly the Claiming Parties and related percentage interests for each such work may differ, depending on the instructions you provide to Slang.
Slang shall be excused from performance under these Terms of Service to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from
(1) weather conditions or other elements of nature or acts of God,
(2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion,
(3) quarantines or embargoes,
(4) labor strikes, or
(5) other causes beyond the reasonable control of Slang. In the event that Slang is temporarily unable to ship a purchased item to you because of such an event, Slang will give you the option of deferring shipment or receiving a refund of your charges.
(i) sending an email to the address associated with your account; or
Notwithstanding any other of this Terms of Service, or any general legal principles to the contrary, any provision of this Terms of Service that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Service.
If any of these conditions are deemed invalid, void, or for any unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. Headings are for reference purposes only and do not limit the scope or extent of such section. These Terms of Service and the relationship between you and Slang will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Slang agree to submit to the personal jurisdiction of the federal and state courts located in the County of Los Angeles in the State of California with respect to any legal proceedings that may arise in connection with these Terms of Service. The failure of Slang to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Slang does not guarantee it will take action against all breaches of these Terms of Service. Except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service. These Terms of Service constitute the entire agreement between you and Slang and governs your use of the Site and Service, superseding any prior agreements between you and Slang with respect to the Site or Service.
How to Contact Us
If you have any questions or comments about these Terms of Service or this Site, please contact us by email at Support@Speakslang.com. You also may write to us at:
Slang Distribution, Inc.
Attn: Legal Department
135 Grand St
New York, NY 10013
Slang Distribution, Inc.
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Slang Service (the “Service”) infringe your copyright, you may request removal of those materials (or access thereto) from the Service by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Address to receive DMCA Notices is:
SLANG Distribution, INC.
Attn: Copyright Dept.
135 Grand Street, #5FL
New York, NY 10013
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Service was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Service may be found) and that you will accept service from the person (or an agent of that person) who provided the Service with the complaint at issue.
Completed Counter-Notices should be sent to:
Slang Distribution, Inc.
Attn: Copyright Dept.
135 Grand Street, #5FL
New York, NY 10013
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Service was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
PRIVACY & COOKIES POLICY
Slang Distribution, Inc. (“we” or “Slang”) knows that you care how information about you is used and shared, and we appreciate your trust that we will do so carefully and sensibly.
This Privacy & Cookies Policy (“Policy”) describes how we collect, use and share your Personal Data (as defined below) when you use the products and services offered by us, directly or through our application (the “Slang App”) and through other Slang online services, including Slang’s data processing services (collectively, the “Slang Network”). We provide this Policy to help you make an informed decision about whether to use or continue using the Slang Network.
This Policy should be read subject to the Slang Terms of Service, which together govern your use of the Slang Network and any Personal Data you provide on or through the Slang Network.
WHO WE ARE
Slang Distribution, Inc. is the controller responsible for your Personal Data.
We have appointed a designated contact, who is responsible for overseeing questions in relation to this Policy. If you have any questions about this Policy, including any request to exercise your rights, please contact us, using the details below.
Slang Distribution, Inc.
135 Grand Street, #5FL
New York, NY 10013
Email address: Privacy@Speakslang.com
You have the right to make a complaint at any time to the applicable national data protection regulator. We would, however, appreciate the chance to deal with your concerns before you approach the regulator, so please contact us in the first instance.
INFORMATION COLLECTED BY SLANG
A. User Provided Information: You may provide Slang with certain information which, either alone or in combination with other data, enables someone to personally identify you, for example your name, email address, username, contact details or any unique identifier such as an online identifier, an IP address or device ID (“Personal Data”). In addition to providing us with Personal Data directly, and only if you authorize us to do so, we may access the Personal Data that you have provided to third party Internet sites and services (for example, YouTube, SoundCloud or Google) through the use of an application programming interface.
B. Usage Data : As described in this Section, we automatically collect certain information when you use the Slang Network (“Usage Data”). Usage Data includes the information that your web browser automatically sends to our servers whenever you visit. The Usage Data collected in our server logs may include information such as your web request, Internet Protocol address, browser type, browser language, referring / exit pages and URLs, platform type, number of clicks, domain names, landing pages, pages viewed and the order of those pages, the amount of time spent on particular pages, the date and time of your request, and one or more cookies that may uniquely identify your browser. We send cookies to your browser when you use the Slang App (for more information, please see the Cookies section of this Policy (Section 10). We may use Adobe Flash technology that remembers settings, preferences and usage in a manner similar to browser cookies, but which is managed through a different interface than the one provided by your web browser. You can set your web browser and Adobe Flash Player to refuse all cookies. In addition, the Slang Network may use third party analytics software (for example, Google Analytics) to collect further Usage Data regarding the online usage patterns of our users.
THE WAY SLANG USES INFORMATION
A. We will only user your Personal Data when the law allows us. Specifically, we will use your Personal Data in the following circumstances:
- where we need to perform the contract we are about to enter into with you or have entered into with you;
- where it is in our legitimate interests (or those of a third party) to do so and your interests and fundamental rights do not override those interests;
- where we need to in order to comply with a legal or regulatory obligation.
B. We may use your Personal Data and Usage Data (together, “User Information”) to operate, maintain, improve and provide to you the features and functionality of the Slang Network and for related business purposes. We may combine Usage Data with Personal Data in a manner that enables us to trace Usage Data to an individual user.
C. We may use your email address or other Personal Data to send you marketing messages about the Slang App, new Slang products and services which are similar to those that you are already using or have enquired about and any Slang updates or as part of a specific program or feature. You will have the ability to opt-out of such use. We may, however, use your email address without further consent for non-marketing or administrative purposes (such as notifying you of important Slang App changes or for customer service purposes).
D. We use your User Information to
(a) improve the quality and design of the Slang Network and to create new features, promotions, functionality, and services by storing, tracking, and analyzing user preferences and trends;
(b) remember information so that you will not have to re-enter it during your visit or the next time you visit the Slang Network;
(c) provide custom, personalized content and information,
(d) monitor aggregate metrics such as total number of visitors, pages viewed, etc.; and
(e) track your uses of the Slang Network.
INFORMATION THAT SLANG MAY DISCLOSE
A. We may provide your User Information to third-party service providers that are integrated with and provide a portion of the functionality of the Slang Network (our “Partners”). For example:
(i) we may host portions of the Slang Network with our Partners; and
(ii) we may refer you to third-party payment processors to process payment on our behalf. Any such User Information is provided directly to the Partner and is subject to that Partner’s policies, if any, governing privacy and security. We are not responsible for the content or privacy and security practices and policies of our Partners.
B. We may share aggregated and anonymized data as well as Usage Data (such as anonymous user usage data, referring / exit pages and URLs, platform types, number of clicks, etc.) with certain third-parties to assist such third parties in understanding the usage patterns for certain content, services, and/or functionality on the Slang Network.
C. We may disclose any User Information:
(i) if required to do so by law, or in the good-faith belief that such action is in compliance with applicable law or in response to a court order, subpoena, legal process or search warrant,
(ii) if we believe, in good faith, such action is appropriate or necessary to enforce our Terms of Service, exercise our legal rights, take precautions against liability, to investigate and defend ourselves against any claims or allegations, to assist government enforcement agencies, to protect the security or integrity of the Slang Network, and to protect the rights, property, or personal safety of Slang, our users or others,
(iii) to any current or future acquirer, parent You, affiliated entity, joint venture, or other entity controlled by, controlling, or under common control with us (in which case we will require such entities to honor this Policy); or
(iv) or as described herein.
D. We may disclose User Information to any of our affiliates or professional advisers for any one or more of the purposes outlined above.
A. You may, of course, decline to submit Personal Data through the Slang Network, in which case Slang may not be able to provide certain services to you. You may update or correct your Personal Data and email preferences at any time by visiting your account’s profile page.
B. Please feel free to contact us with any questions or comments about this Policy, your Personal Data, your consent, or your opt-in or opt-out choices using the contact information in Section 1 above.
OUR COMMITMENT TO DATA SECURITY
Slang uses appropriate physical, technical and organizational safeguards to preserve the integrity and security of your User Information and protect against unauthorized or unlawful use or accidental loss, corruption or damage. Such safeguards include requesting a unique password to verify your identity before granting access to your account. Given the inherent risk of internet transmission, we cannot, ensure or warrant the security of User Information you transmit to Slang and you do so at your own risk. You are responsible for maintaining the secrecy of your unique password and account information at all times. Once we receive your User Information, Slang makes commercially reasonable efforts to ensure the security of our system, but please note that this is not a guarantee that such information may not be accessed, disclosed, altered or destroyed by breach of any of our physical, technical or organizational safeguards.
Slang does not knowingly collect or maintain Personal Data on or through the Slang Network from persons under 13 years of age, and no part of the Slang Network is directed to persons under 13. If you are under 13 years of age, then please do not use or access the Slang Network at any time or in any manner. If we learn that Personal Data of persons under 13 years of age has been collected on the Slang Network, we will take the appropriate steps to delete this information from our system. If you are a parent or guardian and discover that your child under 13 years of age has provided Personal Data to us, then you may alert us at privacy@Speakslang.com and request that we delete your child’s Personal Data from our system.
SPECIAL NOTE TO INTERNATIONAL USERS
The Slang Network is hosted in the United States and is intended for and directed to users in the United States. If you are accessing the Slang Network from the European Union, Asia, or any other region with laws or regulations governing personal data collection, please be advised that information about you that we collect or that you submit may be transferred to, processed in, and held in countries other than the one in which you reside including countries such as the United States which the European Union has deemed do not provide “adequate” protection for personal information.
IN THE EVENT OF MERGER, SALE, OR BANKRUPTCY
In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our Users as part of such merger, acquisition, sale, assignment, assumption or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors’ rights generally, we may not be able to control how your User Information is treated, transferred or used, and you consent to the transfer of your User Information to any third party successors or assigns.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer’s hard drive.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of the Slang Network. They include, for example, cookies that enable you to log into secure areas of the Slang App.
Analytical/performance cookies. They allow us to recognize and count the number of visitors and to see how visitors move around the Slang Network when they are using it. This helps us to improve the way the Slang Network works, for example, by ensuring that users are finding what they are looking for easily.
Functionality cookies. These are used to recognize you when you return to the Slang Network. This enables us to personalize your experience.
Targeting cookies. These cookies record your visits to the pages you have visited and the links you have followed. We will use this information to make the Slang Network and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
We will only retain your Personal Data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for Personal Data, we consider the amount, nature, and sensitivity of the Personal Data, the potential risk of harm from unauthorized use or disclosure of your Personal Data, the purposes for which we process your Personal Data and whether we can achieve those purposes through other means, and the applicable legal requirements.
In some circumstances we may anonymize your Personal Data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
YOUR LEGAL RIGHTS
Your legal rights
If you are resident in the EU, you have rights under data protection laws in relation to your Personal Data. You have the right to:
Request access to your Personal Data (commonly known as a “data subject access request”). This enables you to receive a copy of the Personal Data we hold about you and to check that we are lawfully processing it.
Request correction of the Personal Data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you give us.
Request erasure of your Personal Data. This enables you to ask us to delete or remove Personal Data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your Personal Data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your Personal Data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your Personal Data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your Personal Data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your Personal Data. This enables you to ask us to suspend the processing of your Personal Data if:
(a) you want us to establish the data’s accuracy;
(b) our use of the data is unlawful but you do not want us to erase it;
(c) you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
(d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your Personal Data to you or to a third party. We will provide to you, or a third party you have chosen, your Personal Data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your Personal Data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
If you wish to exercise any of the rights set out above, please contact us.
No fee usually required
You will not have to pay a fee to access your Personal Data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your Personal Data (or to exercise any of your other rights). This is a security measure to ensure that Personal Data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
CHANGES AND UPDATES TO THIS POLICY
This Policy may be revised periodically and this will be reflected in the “date last modified” set forth in Section 14 below. If you login to the Slang Network after an update to this Policy, we will advise you of the update. Should you continue to use of the Slang Network following such update, any such use shall be governed by the revised Policy.
DATE LAST MODIFIED
This Policy was last modified November 1, 2018.