Terms of Service

Sooner, LLC

Nashville, TN 37214

Effective March 20, 2020

Our mission is to connect songwriters with music industry professionals so that everyone is

more successful. Our services are designed to promote career advancement for our members and to grow a network of trusted relationships.

1.0 Introduction

 

1. 1 Contract

 

You agree that by clicking “Sign Up”, “Join Sooner” or similar, registering, accessing or using our services (described below), you are agreeing to enter into a legally binding contract with Sooner (even if you are using our Services on behalf of a company). If you do not agree to this contract (“Contract” or “User Agreement”), do not click “Sign Up” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.

 

Services

This Contract applies to Sooner.com, “Request for Referral” and other services that state that they are offered under this Contract (“Services”), including the offsite collection of data for those Services. Registered users of our Services are “Members” and unregistered users are “Visitors”.

 

Sooner

You are entering into this Contract with Sooner, LLC (also referred to as “we” and “us”).

 

As a Visitor or Member of our Services, the collection, use and sharing of your personal data is subject to this Privacy Policy (which includes our Cookie Policy and other documents referenced in this Privacy Policy) and updates.

 

1.2 Members and Visitors

 

When you register and join Sooner, you become a Member. If you have chosen not to register for our Services, you may access certain information as a “Visitor.”

 

1.3 Change

 

We may modify this Contract, our Privacy Policy and our Cookies Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

 

2.0 Obligations

2.1 Service Eligibility

 

The Services are not for use by anyone under the age of 16.

 

To use the Services, you agree that: (1) you must be the “Minimum Age” (described below) or older; (2) you will only have one Sooner account which must be in your real name; and (3) you are not already restricted by Sooner from using the Services. 

 

Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 16.

 

“Minimum Age” means 16 years old. However, if law requires that you must be older in order for Sooner to lawfully provide the Services to you without parental consent (including use of your personal data) than the Minimum Age is such older age.

 

2.2 Your Account

 

Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account (e.g., connections) and (3) follow the law and our list of Dos and Don’ts. You are responsible for anything that happens through your account unless you close it or report misuse.

 

As between you and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

 

2.3 Payment 

 

If you buy any of our paid Services (“Premium Services”, “Request For Referral”, or any service offered), you agree to pay us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:

 

2.3.1. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

 

2.3.2. We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.

 

2.3.3. If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Premium Services.

 

2.3.4. All of your purchases of Services are subject to Sooner’s refund policy.

 

2.3.5. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.


 

2.4 Notices and Messages

 

You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.

 

2.5 Sharing

 

Our Services allow messaging and sharing of information in many ways, such as your profile, articles, group posts, links to news articles, job postings, messages and InMails. Information and content that you share or post may be seen by other Members, Visitors or others (including off of the Services). Where we have made settings available, we will honor the choices you make about who can see content or information (e.g., message content to your addressees, sharing content only to Sooner connections, restricting your profile visibility from search engines, or opting not to notify others of your Sooner profile update). For job searching activities, we default to not notifying your connections network or the public. So, if you apply for a job through our Service or opt to signal that you are interested in a job, our default is to share it only with the job poster.

 

We are not obligated to publish any information or content on our Service and can remove it with or without notice.

 

3.0 Rights and Limits

 

3.1. Your License to Sooner

 

As between you and Sooner, you own the content and information that you submit or post to the Services, and you are only granting Sooner and affiliates the following non-exclusive license:

 

A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

 

You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

 

We will not include your content in advertisements for the products and services of third parties to others without your separate consent. However, we have the right, without payment to you or others, to serve ads near your content and information, and your social actions may be visible and included with ads, as noted in the Privacy Policy. If you use a Service feature, we may mention that with your name or photo to promote that feature within our Services, subject to your consent settings.

 

We will get your consent if we want to give others the right to publish your content beyond the Services. However, if you choose to share your post as "public", we will enable a feature that allows other Members to embed that public post onto third-party services, and we enable search engines to make that public content findable through their services. 

 

While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

 

Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

 

You and Sooner agree that if content includes personal data, it is subject to our Privacy Policy.

 

By submitting suggestions or other feedback regarding our Services to Sooner, you agree that Sooner can use and share (but does not have to) such feedback for any purpose without compensation to you.

 

You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. Sooner may be required by law to remove certain information or content in certain countries.

 

3.2 Service Availability

 

We may change, suspend or discontinue any of our Services. We may also modify our prices effective prospectively upon reasonable notice to the extent allowed under the law.

 

We don’t promise to store or keep showing any information and content that you’ve posted. Sooner is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

 

3.3 Other Content, Sites and Apps

 

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Sooner generally does not review content provided by our Members or others. You agree that we are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse. You also acknowledge the risk that you or your organization may be mistakenly associated with content about others when we let connections and followers know you or your organization were mentioned in the news. Members have choices about this feature.

 

Sooner may help connect Members offering their services with Members seeking services. Sooner does not perform nor employs individuals to perform these services. You must be at least 18 years of age to offer, perform or procure these services. You acknowledge that Sooner does not supervise, direct, control or monitor Members in the performance of these services and agree that (1) Sooner is not responsible for the offering, performance or procurement of these services, (2) Sooner does not endorse any particular Member’s offered services, and (3) nothing shall create an employment, agency, or joint venture relationship between Sooner and any Member offering services. If you are a Member offering services, you represent and warrant that you have all the required licenses and will provide services consistent with our Professional Community Policies.

 

Similarly, Sooner may help you register for and/or attend events organized by Members and connect with other Members who are attendees at such events. You agree that (1) Sooner is not responsible for the conduct of any of the Members or other attendees at such events, (2) Sooner does not endorse any particular event listed on our Services, (3) Sooner does not review and/or vet any of these events, and (4) that you will adhere to these terms and conditions that apply to such events.


 

3.4 Limits

 

Sooner reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Sooner reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Dos and Don’ts or Sooner’s Policies).

 

3.5 Intellectual Property

 

Sooner reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Sooner, logos and other Sooner trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Sooner.

 

Your inclusion of music in any form of audio or video and/or submission of a song for critique or purposes of pitching music to industry professionals, constitutes your agreement to release, indemnify and hold harmless Company and its employees, board of directors, officers, attorneys, agents and representatives from and against any claim, including, without limitation, of copyright infringement or other misappropriation, arising from any acts or omissions in connection with your inclusion.

 

3.6 Automated Processing

 

We use the information and data that you provide and that we have about Members to make recommendations for connections, content and features that may be useful to you. For example, we use data and information about you to recommend jobs to you and you to recruiters. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.

 

4. Disclaimer and Limit of Liability

 

4.1 No Warranty

 

SOONER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SOONER AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

4.2 Exclusion of Liability

 

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS Sooner HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), SOONER, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

 

SOONER AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO SOONER FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000.

 

4.3 Basis of the Bargain; Exclusions

 

The limitations of liability in this Section 4 are part of the basis of the bargain between you and Sooner and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Sooner or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

 

These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.


 

5.0 Termination

 

Both you and Sooner may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

 

Our rights to use and disclose your feedback;

Members rights to further re-share content and information you shared through the Services;

 

Sections 4, 6, 7, and 8 of this Contract;

Any amounts owed by either party prior to termination remain owed after termination.

You can visit our Help Center to close your account.

 

6. Governing Law and Dispute Resolution

 

By using the Service, You consent and agree that: (i) the Terms will be exclusively governed by the laws of the State of Tennessee applicable to contracts entered into and performed within the State of Tennessee and notwithstanding any conflict of law principles; (ii) You accept service of process by personal delivery or mail; and (iii) You irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. Any dispute related to the Terms shall be exclusively resolved in the state and federal courts located in Davidson County, Tennessee. Any alleged claim or cause of action You may have with respect to Your use of the Service must be commenced within one (1) year after the alleged claim or cause of action arises. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. You agree that any violation or breach of the Terms by You will result in irreparable harm to Company, that monetary damages will be inadequate, and You hereby agreed Company shall be entitled to seek injunctive relief.

Notice

All legal notices pursuant to the Terms shall be in writing and shall be given by email to Company at: staff@discoversooner.com and via mail to Sooner, LLC., 2149 Branch Oak Trl, Nashville, TN 37214. By using the Service, You agree that any notice due under the Terms that Company sends You electronically will satisfy any legal communication or notification requirement.

 

7. General Terms

Here are some important details about the Contract.

If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.

 

This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

 

If we don't act to enforce a breach of this Contract, that does not mean that Sooner has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that Sooner may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.

8.0 Community Guidelines

 

Review our Do’s and Don’ts at Community Guidelines.

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