Please read these Terms of Service carefully before using this Platform. These Terms of Service govern your access to and use of the Platform, which is available for your use only on the condition that you agree to the Terms of Service set forth below. If you do not agree to all of the Terms of Service, do not access or use the Platform. By accessing or using the Platform, you and the entity you are authorized to represent (“You” or “Your”) signify your agreement to be bound by the Terms of Service.
1. User Eligibility
The UNDERGROUND APPⓇ Platform is only for unsigned, “underground” artists, who are not part of any organization with annual revenue in excess of $50,000. This includes subsidiaries and support of any kind from another organization or individual. Users that have profiles on UNDERGROUND APPⓇ, but who later become signed, or receive funding or support from another organization, must leave the Platform or they will be removed from the Platform. Users that do not qualify are not permitted to create an artist profile on the UNDERGROUND APPⓇ platform.
2. Scope of Terms of Service
These Terms of Service govern Your use of the Platform and all applications, software, and services (collectively, "Services") available on the Platform, except to the extent such Services are the subject of a separate agreement. Specific terms or agreements may apply to the use of certain Services and other items provided to You on the Platform ("Service Agreement(s)"). Any such Service Agreements accompany the applicable Services or are listed in association with or through a hyperlink associated with the applicable Services.
UNDERGROUND APPⓇ may revise and update these Terms of Service at any time. Your continued usage of the Platform after any changes to these Terms of Service will mean You accept those changes. Any aspect of the Platform may be changed, supplemented, deleted or updated without notice at the sole discretion of UNDERGROUND APPⓇ. UNDERGROUND APPⓇ may also change or impose fees for products and services provided through the Platform at any time in its sole discretion. UNDERGROUND APPⓇ may establish or change, at any time, general practices and limits concerning other UNDERGROUND APPⓇ products and services in its sole discretion.
4. Personal Information
With respect to any individual whose personal information is provided by You to UNDERGROUND APPⓇ, You represent to UNDERGROUND APPⓇ that You have obtained all necessary consents for the processing of such personal information collected from or provided by You and contemplated by the Services You are using, including the transfer of such data to the United States or other countries whose laws may not provide the same level of protection for the personal data as the laws of the country of origin of such individual.
5. License and Ownership
Any and all intellectual property rights ("Intellectual Property") associated with the Platform and its contents (the "Content") are the sole property of UNDERGROUND APPⓇ, its affiliates or third parties. The Content is protected by copyright and other laws in both the United States and other countries. Elements of the Platform are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Platform are trademarks, service marks or trade dress ("Marks") of UNDERGROUND APPⓇ, its affiliates or other entities that have granted UNDERGROUND APPⓇ the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of UNDERGROUND APPⓇ. Except as otherwise expressly authorized by these Terms of Service, You may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Platform in any way without UNDERGROUND APPⓇ's or the appropriate third party's prior written permission. Except as expressly provided herein, UNDERGROUND APPⓇ does not grant to You any express or implied rights to UNDERGROUND APPⓇ's or any third party's Intellectual Property.
UNDERGROUND APPⓇ grants You a limited, personal, nontransferable, nonsublicensable, revocable license to (a) access and use only the Platform, Content and Services only in the manner presented by UNDERGROUND APPⓇ, and (b) access and use the UNDERGROUND APPⓇ computer and network services offered within the Platform (the " UNDERGROUND APPⓇ Systems") only in the manner expressly permitted by UNDERGROUND APPⓇ. Except for this limited license, UNDERGROUND APPⓇ does not convey any interest in or to the UNDERGROUND APPⓇ Systems, information or data available via the UNDERGROUND APPⓇ Systems (the "Information"), Content, Services, Platform or any other UNDERGROUND APPⓇ property by permitting You to access the Platform. Except to the extent required by law or as expressly provided herein, none of the Content and/or Information may be reverse-engineered, modified, reproduced, republished, translated into any language or computer language, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of UNDERGROUND APPⓇ. You may not make, sell, offer for sale, modify, reproduce, display, publicly perform, import, distribute, retransmit or otherwise use the Content in any way, unless expressly permitted to do so by UNDERGROUND APPⓇ.
6. Restrictions on Use of the Platform
In addition to other restrictions set forth in these Terms of Service, You agree that:
(a) You shall not disguise the origin of information transmitted through the Platform.
(b) You will not place false or misleading information on the Platform.
(c) You will not use or access any service, information, application or software available via the Platform in a manner not expressly permitted by UNDERGROUND APPⓇ.
(d) You will not input or upload to the Platform any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Platform or Information or that infringes the Intellectual Property (defined below) rights of another.
(e) Certain areas of the Platform are restricted to customers of UNDERGROUND APPⓇ.
(f) You may not use or access the Platform or the UNDERGROUND APPⓇ Systems or Services in any way that, in UNDERGROUND APPⓇ's judgment, adversely affects the performance or function of the UNDERGROUND APPⓇ Systems, Services or the Platform or interferes with the ability of authorized parties to access the UNDERGROUND APPⓇ Systems, Services or the Platform.
(g) You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of UNDERGROUND APPⓇ.
(b) Inbound Links. Linking to any page of the Platform other than to https://www.underground.app through a plain text link is strictly prohibited in the absence of a separate linking agreement with UNDERGROUND APPⓇ. Any website or other device that links to https://www.underground.app or any page available therein is prohibited from (a) replicating Content, (b) using a browser or border environment around the Content, (c) implying in any fashion that UNDERGROUND APPⓇ or any of its affiliates are endorsing it or its products, (d) misrepresenting any state of facts, including its relationship with UNDERGROUND APPⓇ or any of its affiliates, (e) presenting false information about UNDERGROUND APPⓇ products or services, and (f) using any logo or mark of UNDERGROUND APPⓇ or any of its affiliates without express written permission from UNDERGROUND APPⓇ.
UNDERGROUND APPⓇ does not accept ideas, concepts, or techniques for new services or products through the Platform ("Comments"). If such Comments are received, You acknowledge that (a) they will not be considered confidential or proprietary, (b) UNDERGROUND APPⓇ and its affiliates are under no obligation to keep such information confidential, and (c) UNDERGROUND APPⓇ will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Comments in any manner it chooses.
You agree that UNDERGROUND APPⓇ, in its sole discretion, may terminate or suspend Your use of the Platform, the UNDERGROUND APPⓇ Systems, Information, Services and Content at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Upon such suspension or termination, You must immediately (a) discontinue use of the Platform, and (b) destroy any copies You have made of any portion of the Content. Accessing the Platform, the UNDERGROUND APPⓇ Systems, Information or Services after such termination, suspension, or discontinuation shall constitute an act of trespass. Further, You agree that UNDERGROUND APPⓇ shall not be liable to You or any third party for any termination or suspension of Your access to the Platform, the UNDERGROUND APPⓇ Systems, Information and/or the Services.
10. Disclaimer of Warranties
UNDERGROUND APPⓇ makes no representations about the results to be obtained from using the Platform, the UNDERGROUND APPⓇ Systems, the Services, the Information, or the Content. The use of the same is at your own risk.
The Platform, the UNDERGROUND APPⓇ Systems, the Information, the Services, and the Content are provided on an “As Is” basis. UNDERGROUND APPⓇ disclaims all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement or third parties’ rights, and fitness for a particular purpose. UNDERGROUND APPⓇ and its affiliates make no representations or warranties about the accuracy, completeness, security, or timeliness of the Content, Information, or Services provided on or through the use of the Platform or the UNDERGROUND APPⓇ Systems. No information obtained by you from the Platform shall create any warranty not expressly stated by UNDERGROUND APPⓇ in these Terms of Service.
Some jurisdictions do not allow limitations on implied warranty, so the limitations and exclusions in this section may not apply to you. If you are dealing as a customer, your statutory rights that cannot be waived, if any, are not affected by these provisions. You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these Terms of Service are fair and reasonable.
11. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT UNDERGROUND APPⓇ IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, UNDERGROUND APPⓇ IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UNDERGROUND APPⓇ, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THE PLATFORM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE UNDERGROUND APPⓇ SYSTEMS, INFORMATION, SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UNDERGROUND APPⓇ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS OF SERVICE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.
12. Compliance with Law
You agree to use the Platform in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of UNDERGROUND APPⓇ, negatively reflect on the goodwill or reputation of UNDERGROUND APPⓇ and shall take no actions which would cause UNDERGROUND APPⓇ to be in violation of any laws, rulings or regulations applicable to UNDERGROUND APPⓇ.
UNDERGROUND APPⓇ and the Platform are based in the United States. The United States and certain other jurisdictions control the export of products and information. You agree to comply with all such applicable restrictions and not to export or re-export the Content (including any software or the Services) to countries or persons prohibited under the United States or other applicable export control laws or regulations. If You access and download the Content (including any software or the Services) or Information, You represent that You are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited. You are solely responsible for compliance with the laws of Your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Content (including any software or the Services).
To the fullest extent permitted by law, You hereby expressly agree that any proceeding arising out of or relating to your use of the Platform, the UNDERGROUND APPⓇ Systems, Information, Services, and Content shall be instituted in a State or Federal Court sitting in the Couny of Fulton, State of Georgia, United States of America, and you expressly waive any objection that you may have now or hereafter to the laying of the venue or to the jurisdiction of any such proceeding. You agree that any claim or cause of action arising out of or related to Your use of the Platform, the UNDERGROUND APPⓇ Systems, Information, Services, and/or Content must be filed within one (1) year after such claim or cause of action arose.
14. Governing Law and Language
To the fullest extent permitted by law, these Terms of Service are governed by the internal substantive laws of the State of Georgia, U.S.A. To the fullest extent permitted by law, the controlling language for these Terms of Service is English.
You may not assign these Terms of Service or any of Your interests, rights, or obligations under these Terms of Service. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any of these Terms of Service shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
16. Written Document
You may preserve these Terms of Service in written form by printing them for Your records, and You waive any other requirement that these Terms of Service be evidenced by a written document.
17. Complete Agreement
Except as expressly provided in a separate license, service, or other written agreement between you and UNDERGROUND APPⓇ, these Terms of Service constitute the entire agreement between You and UNDERGROUND APPⓇ with respect to the use of the Platform, the UNDERGROUND APPⓇ Systems, and any Software or Service, Information and Content contained therein, and supersede all discussions, communications, conversations, and agreements concerning the subject of the matter hereof.