Licensing

Licensee of the CODA Cloud App acknowledges and accepts these Terms and Conditions.

Information about CODA Cloud App

The CODA Cloud App is a web based intellectual property management application for music copyrights. Licensee will be set up with a secure cloud-based database where their data may be added, updated, and viewed by all members of their team through a private branded web portal.

Acceptance of Terms and Conditions

To use the CODA Cloud App, Licensee must accept these Terms and Conditions in full.

Updates: These Terms and Conditions may be updated from time to time as explained herein.

Acceptance: Please read these Terms and Conditions carefully before using the CODA Cloud App. Use of the app signifies acceptance of these Terms and Conditions. If you are agreeing to these Terms and Conditions on behalf of Licensee, you represent to Owner that you have legal authority to bind Licensee. 

Modifications to this Agreement: Owner may modify these Terms and Conditions at any time by posting a revised version here or otherwise providing notice to Licensee. By continuing to use the CODA Cloud App after the effective date of any modifications to these Terms and Conditions, Licensee agrees to be bound by the modified terms.

Term

The Term of this agreement is one year with automatic renewals in one-year increments.

Licensing and Renewals

Payments start from the date when Licensee chooses to license the app for their use. The license must be renewed at each billing cycle. Failure to submit payment in a timely manner may result in service interruptions and denied access to the Licensee’s branded CODA Cloud App web portal.

In the event that CODA Cloud App offers a trial period, the Licensee will be able to experience, free of charge and for a limited period of time, some of the paid features offered by the CODA Cloud App. Details of the trial terms will be provided and must be agreed to by all parties before starting the trial period.

Termination

Licensee can terminate this agreement and stop using the CODA Cloud App at the end of the initial term or current extension by directly contacting the Owner no less than 30 days prior to the end of the initial term or current extension. The Licensee is responsible for exporting all of their data before the termination takes effect.

If either party is found in breach of this agreement, a written notice of the breach must be provided to the other party, who will have 30 days to cure the breach.  If that does not happen, this agreement will be terminated thirty days after written notice was provided.

Any delay in performance, system access, data breach, or security breach caused by conditions or events beyond the Owner’s reasonable control or which could not have been foreseen or prevented by the Owner, is not a breach of the agreement.

Upon the effective date of expiration or termination of agreement, Licensee’s right to use the CODA Cloud App will end, and the Licensee’s branded CODA Cloud App portal and database will be deleted. 
 

Grant of Rights

Restrictions

Licensee may not:

• reverse engineer, decompile, disassemble, modify or create derivative works based on CODA Cloud App or any portion of it;
• circumvent any technology used by CODA Cloud App or its licensors to protect content accessible via it; copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through CODA Cloud App;
• use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of CODA Cloud App or its content;
• rent, lease or sublicense CODA Cloud App;
• defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity);
• disseminate or publish any content that is unlawful, obscene, illegitimate, defamatory, or inappropriate;
• disseminate or publish any content or data that is unlawful or infringes on any intellectual property rights;
• reproduce, duplicate, copy, sell, resell or exploit any portion of CODA Cloud; or
• use CODA Cloud App in any other improper way that violates these Terms.

Owner Responsibilities

Data

• Licensee is responsible for manually entering or importing their Data into the CODA Cloud App. Licensee may contract with Owner to assist in Data initialization at an additional cost.
• Licensee is responsible for their own content and that of third parties that they share through the app, that they upload and post on or through the app, or that they transfer by any other means.
• Licensee confirms that they have all the necessary consents from third parties whose Data and/or content they share with the Owner and hereby indemnify the Owner for any liability or claim arising against the Owner in connection with illegal distribution of third-party content or unlawful use of the app.
• Licensee grants to Owner (including Owner’s Affiliates and subcontractors) a nonexclusive right to process Licensee Data solely to operate, maintain, and support the CODA Cloud App. This includes, but is not limited to, the right to initialize User Administrator credentials and permissions, the right to make updates to the database to support maintenance protocols, and the right to create and retain backups of the Data to support security and data recovery protocols. 
• The Owner does not moderate the content provided by Licensee or by third parties but will act if orders are issued by the public authorities regarding content deemed offensive or illegal.

Security: Licensee will maintain reasonable security standards for its authorized Users’ who will be granted access to the CODA Cloud App. Each user should have their own private login credentials. Users are responsible for keeping their login credentials confidential.

Warranties

The CODA Cloud App is provided by the Owner “as is”, with no express or implied warranty for accuracy or availability. Except as expressly provided in the Agreement, neither Owner nor its subcontractors make any representation or warranties, express or implied, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, results to be derived from the use of app, or that the operation of any products or services will be secure, uninterrupted or error free.

Indemnity

The Licensee agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, partners, sub-contractors, employees, and family members harmless from and against any claim or demand, including without limitation, lawyer’s fees and costs, made by Licensee or any third party due to or arising out of the Licensee’s content, use of or connection to the CODA Cloud App, violation of these Terms, or violation of any third-party rights.

Limitations of liability

The Licensee expressly releases and exempts the Owner  and its subsidiaries, affiliates, officers, directors, agents, partners, sub-contractors, employees, and family members from any liability, to the extent permitted by the applicable law, relating to possible damage or claims of any kind, including direct, indirect, punitive, incidental, special damages related to loss of profits, loss of revenues, loss of data, work stoppage or for exemplary or punitive damages, consequential or in any way connected to the present agreement.

The Owner shall take any appropriate security measures to prevent unauthorized access or disclosure of the Data entered into the application and database. The Owner shall not be liable for any unauthorized access or disclosure of Data caused by any event beyond the Owner’s reasonable control or which could not have been foreseen or prevented by the Owner.

Owner’s total liability to Licensee or any third party arising out of these Terms or in connection with any use of the CODA Cloud App, shall in no event exceed the licensing fees paid by the Licensee during the twelve months prior to the first event or occurrence giving rise to such liability.

Intellectual Property Rights Ownership

Owner owns all intellectual property rights in and related to the CODA Cloud App including web portal design, programs/code, database, materials, documentation, knowledge base, design contributions, consulting services, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Licensee are reserved to Owner and its licensors.

All trademarks, nominal or figurative, and all other marks, trade names, service marks, word marks, illustrations, images, or logos that appear concerning CODA Cloud App are, and remain, the exclusive property of the Owner and are protected by the laws in force on trademarks and by related international treaties.

Owner may use Licensee-provided trade names, service marks, word marks, illustrations, images, logos, and other materials solely to provide and support the app. Licensee retains all rights in relation to these materials.

Licensee retains all rights in and related to the Licensee Data.

Changes to these Terms

The Owner reserves the right to transfer, assign, dispose of by novation or subcontract all or any rights or obligations under these Terms, so long as the Licensee’s rights under the Terms are not affected.

Licensee may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Owner.

Severability

If any provision of these Terms is invalid or unenforceable, that clause will be removed by the Owner, and the remaining provisions shall not be affected, and they will remain in force.

Governing law and jurisdiction

This document sets forth the entire agreement between Owner and User, and is entered into in the State of Pennsylvania, USA. The Courts located in Pennsylvania, USA (State and Federal), shall have sole and exclusive jurisdiction over any controversies regarding, arising out of, or in connection with this agreement; any action or other proceeding which involves such a controversy will be brought in the courts where the Owner has their registered offices.