Adaelo Terms of Use
Effective Date: June 22, 2024
Table of Contents
Our Mission
Introduction
Account Creation and Eligibility
Changes to the Services and The Terms
Privacy
Intellectual Property Rights – Artists
Our Intellectual Property Rights
Adaelo Platform Rules
Legal Compliance
Payments
Third-Party Websites and Services
Disclaimer of Warranty
Limitation on Liability
Compensation and Waiver
Termination
United States Governing Law and Venue
Mandatory Arbitration and Class Action Waiver
General Terms
Our Mission
At Adaelo, we believe that musicians deserve to have full control and ownership over their art. We are passionate about providing a platform that enables talented artists to establish and run their own record labels while retaining complete ownership of their music. Our mission is to revolutionize the music industry by empowering musicians with the tools, resources, and knowledge they need to thrive independently.
We understand the frustrations that many artists face when signing traditional record deals, where ownership and creative control often become compromised. That's why we have created a unique and innovative approach that puts musicians at the forefront. By partnering with Adaelo, artists can build their own record label from the ground up while maintaining artistic integrity and securing financial success.
Introduction
Please carefully review this Agreement, referred to as the "Terms of Use," before utilizing the services provided by Adaelo Inc, denoted as the "Company," "we," "us," or "our." This agreement establishes the legally binding terms and conditions governing your usage of the adaelo.com website (referred to as the "Site") and the services owned and operated by the Company, including any mobile software applications released or authorized by the Company. Collectively, the Site and the Service are hereinafter referred to as the "Service." By engaging with the Site or Service in any way, such as visiting or browsing the Site, you express your agreement to abide by these Terms of Use. These Terms of Use are applicable to all individuals who use the Site or Service, encompassing users who contribute content, information, or other materials or services to the Site.
Account Creation and Eligibility
Eligibility: To gain access to or use our Services, you affirm that you meet the following criteria: (1) you are at least eighteen (18) years of age, and (2) you possess the legal rights and authority to accept these Terms on your own behalf or on behalf of any legal entity you represent. If you are acting on behalf of an entity, all references to "you" within these Terms also encompass the said entity. In the event that you are under the age of 18, your use of the Services is only permissible with the explicit consent of your parent or legal guardian. We kindly request that your parent or legal guardian review and discuss these Terms with you. In the case that you are a parent or guardian of an individual under the age of 18, you acknowledge and confirm that you have the necessary authority to provide consent on their behalf and thereby grant your consent for their use of the Services.
Account: To access and utilize the Services, it may be necessary for you to complete the registration process and establish an account. By choosing to register, you commit to supplying and maintaining accurate, up-to-date, and complete personal information as prompted during registration. Additionally, you agree to maintain a valid email address and ensure your ability to receive transactional emails from Adaelo (e.g., by configuring your email filters to prevent them from being mistakenly classified as spam). You are wholly responsible for all activities occurring under your account, and it is your duty to select a robust account password and guarantee the confidentiality of your password. You further agree to (a) promptly inform us if there is any unauthorized use of your password or account or if any security breach occurs, using the contact information found at the end of these Terms, and (b) ensure that you log out of your account at the conclusion of each session when accessing the Services. Please be aware that we shall not be held liable for any losses or damages stemming from your failure to adhere to this section.
Social Media Account Information: We may offer you the option to register for and log in to our Services through certain third-party platforms, such as social media logins. Any collection, utilization, and disclosure of your information by these third parties will be governed by the privacy policy and terms of the respective third-party service.
Changes to the Services and The Terms: Service Alterations: We retain the authority to make adjustments, either temporarily or permanently, to the Services as a whole or any specific parts of it, at any time. Additionally, we reserve the right to modify our prices going forward, providing reasonable notice as allowed by relevant legal requirements. By using the Services, you acknowledge that we shall not bear any responsibility for such alterations to the Services.
Changes to these Terms: We maintain the privilege to revise, amend, or update these Terms whenever necessary. In the event of such modifications, we will publish an updated version of these Terms on the Services. It is your duty to stay informed regarding any changes introduced to these Terms. Depending on the nature of the revision, we may also employ other reasonable means of notification in accordance with applicable laws. Please ensure that your contact information within your account is kept current. If you choose to continue using the Services after we have made adjustments to these Terms, this signifies your consent to accept the updated Terms.
Privacy
We value our users' privacy. To understand how we collect and handle data, refer to our Privacy Policy for detailed information about our processes.
Intellectual Property Rights – Artists/Labels
The Service empowers Artists and Labels to upload Digital Content that they own or have control over to the Site. This content encompasses a range of materials, including sound recordings (referred to as "Sound Recordings"), and the musical compositions/audio encapsulated within Sound Recordings (collectively identified as the Artist's or Label’s "Music"). It is important to note that the Company does not assert any ownership rights over any components of an Artist's or Label’s Music. However, to facilitate the provision of the Service, the Company requires a specific license.
Each Artist/Label who uploads their Music to the Service provides the Company, its authorized sublicensees, and any distributors, if applicable, with a worldwide, non-exclusive, and royalty-free right and license to:
(i) Perform various activities associated with the Artist's/Label’s Music, including but not limited to reproducing, distributing, publicly performing (including audience-wide performances and digital audio transmissions), publicly displaying, creating derivative works, communicating to the public, synchronizing, and generally exploiting (collectively referred to as "Exploit") the Artist's/Label’s Music. This encompasses conducting the Service on the Artist's/Label’s behalf, such as reproducing, transcoding, copying, and storing the Artist's/Label’s Music on computer servers owned and/or operated by or on behalf of the Company or its authorized sublicensees and distributors. It also includes public performance, transmission, synchronization, streaming, distribution, and playback of the Artist's/Label’s Music using both existing and future technologies and methodologies. Moreover, it encompasses Exploiting all related copyrightable works or metadata, including but not limited to song lyrics, musical notations, album or track cover artwork, photographs, graphics, and descriptive text (collectively referred to as "Artworks") in connection with the Service.
(ii) Enable users of the Service to receive public performances and public displays of the Artist's/Label’s Music and Artworks, as well as the ability to reproduce the Artist's/Label’s Music and Artworks on devices owned or controlled by the user for non-commercial purposes, in addition to receiving performances and displays of the same.
(iii) Reproduce, use, publish, and permit others to reproduce, use, and publish the name(s), trademarks, likenesses, and personal and biographical materials of the Artist/Label in association with the provision of the Service.
In order to facilitate the Company's utilization of your Music as specified in the aforementioned terms, you hereby confer upon the Company a global, non-exclusive, royalty-free, sublicensable, and transferable permission to employ, distribute, replicate, duplicate, and showcase your trademarks, service marks, slogans, logos, or comparable proprietary rights (collectively known as the "Trademarks"). This authorization is exclusively applicable to activities related to the Service or in the context of marketing, promoting, or advertising the service, encompassing all types of promotional, marketing, and advertising materials, whether they are currently in existence or developed in the future.
By uploading any Music or Artworks to the Site:
You affirm, guarantee, and can substantiate to the complete satisfaction of the Company upon request, the following: (i) You possess ownership or other controlling rights over all aspects of your Music and Artworks, or such Music and Artworks are in the public domain or have been directly licensed to the Artist/Label in writing with a rights grant sufficient to enable the Artist/Label to enter into this Agreement and bestow all the rights associated with the Artist's/Label’s Music or Artworks as outlined in this Agreement (referred to as "Direct Licensed"); (ii) You possess full authority to represent any and all rights, titles, or interests in your uploaded Music and Artworks and have the permission to use the name and likeness of each identifiable individual whose name or likeness is contained within the Music and/or Artworks, as well as to employ the individual's identifying or personal information (to the extent it is used or contained in the Music and/or Artworks) as envisaged by these Terms of Use; (iv) You are authorized to grant all of the previously mentioned rights regarding the Music and/or Artworks to the Company and all Service users.
You affirm and guarantee that the utilization or other exploitation of your Music and/or Artworks by the Company, its authorized sublicensees and distributors, and/or by Site users as envisioned by this Agreement will not infringe upon or violate the rights of any third party, including but not limited to privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
You affirm and guarantee that, should you be the songwriter/composer of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether wholly or in part (e.g., as a co-writer), you possess the full right, authority, and power to grant the rights defined in this Agreement, notwithstanding any agreements you may have entered into with any performing rights organization ("PRO"), whether situated in the United States (e.g., ASCAP, BMI, or SESAC) or elsewhere, or any music publisher. Furthermore, you are solely responsible for notifying such PRO or music publisher about your grant of a royalty-free license to the Company for the public performances and communications to the public of your Musical Works, and no fees or payments of any kind shall be payable to any PRO or music publisher for the public performance or communication to the public of your Musical Works.
You affirm and guarantee that no fees of any nature shall be owed to any third party, including but not limited to unions, guilds, non-featured vocalists or musicians, engineers, or producers, for the use or reuse of your Music as permitted under this Agreement.
Our Intellectual Property Rights
You acknowledge and consent to the presence of code, videos, images, information, data, text, software, music, sound, photographs, graphics, messages, features, or other materials within the Services, hereinafter referred to as "Content." This Content is safeguarded by copyright, patent, trademark, trade secret, or other proprietary rights and legal statutes, and is the property of either us or various third parties. Unless otherwise specified in written agreement with us, any Content you access or view through the Services is intended solely for your personal and non-commercial use. Subject to your adherence to these Terms, we grant you a limited, non-exclusive, and non-transferable license to access and utilize the Services. We retain the right to withdraw your license at our discretion and for any reason. Upon such withdrawal, you must promptly discontinue your access to and utilization of the Services.
Adaelo Platform Rules
Adhere to these guidelines and refrain from aiding or encouraging others to violate or bypass them.
Conduct yourself with integrity and show respect to others:
Avoid falsehoods, misrepresentations, or impersonations.
Maintain courtesy and respect in your communications and interactions.
Abide by our Nondiscrimination Policy and refrain from discriminating against or harassing others.
Do not engage in scraping, hacking, reverse engineering, compromising, or impairing the Adaelo Platform.
Avoid using bots, crawlers, scrapers, or any automated methods to access, collect data from, or interact with the Adaelo Platform.
Do not attempt to hack, evade, remove, impair, or otherwise bypass any security or technological measures safeguarding the Adaelo Platform or its content.
Refrain from deciphering, decompiling, disassembling, or reverse engineering any software or hardware utilized to provide the Adaelo Platform.
Avoid taking any actions that could harm or negatively impact the performance or proper functioning of the Adaelo Platform.
Utilize the Adaelo Platform strictly in accordance with these Terms or any other agreement in place with us.
Only access another Member’s personal information as required to facilitate transactions using the Adaelo Platform, as permitted by these Terms.
Refrain from using the Adaelo Platform, messaging tools, or Members' personal information for sending commercial messages without explicit recipient consent.
Use Content provided via the Adaelo Platform solely to support your use of the platform as a Guest or Host.
Obtain permission from the Content owner or authorization from us, as outlined in these Terms or any agreement, before using the Content.
Avoid soliciting, making, or accepting bookings or payments outside the Adaelo Platform to evade fees, taxes, or for any other purpose.
Do not prompt or encourage Guests to interact with third-party websites, applications, or services before, during, or after a Reservation, unless specifically authorized by Adaelo.
Refrain from engaging in practices aimed at manipulating our search algorithm.
License music only when you genuinely intend to use them.
Obtain our consent before using, copying, displaying, mirroring, or framing the Adaelo Platform, Content, branding, or any page layout or design.
Comply with your legal responsibilities:
Adhere to relevant laws, encompassing privacy, data protection, and export regulations.
Familiarize yourself with and adhere to our Terms and Policies.
Refrain from using Adaelo's or others' name, logo, branding, or trademarks without permission.
Do not employ or register any domain name, social media handle, trade name, trademark, branding, logo, or any identifier that might cause confusion with Adaelo branding.
Ensure that your Licensing Services comply with applicable laws and agreements.
Do not engage in or facilitate prostitution, nor participate in or promote human trafficking.
Legal Compliance
You recognize, consent to, and agree that, when legally mandated or reasonably necessary for specific reasons, we may access, retain, and divulge your information and/or User Content. These reasons encompass, but are not limited to: (1) complying with legal procedures; (2) upholding these Terms, our Privacy Policy, or other agreements with you, including investigating potential breaches; (3) addressing claims of content infringement on third-party rights; and (4) safeguarding the rights, property, or well-being of us, our agents and affiliates, our users, and the general public. This includes sharing information with other entities for purposes such as fraud prevention, spam/malware protection, and similar objectives.
Payments
The Services may encompass content, whether in digital or physical form, available for purchase, license and/or offer the option to subscribe to a recurring service ("Paid Services"). By accessing or utilizing any Paid Services, you pledge to abide by any Additional Terms associated with the Paid Services, in addition to our Terms of Sale. You are responsible for settling all fees related to the Paid Services, inclusive of any applicable taxes, and acknowledge that such payments may be processed by our third-party payment processors, subject to their separate terms and conditions. In the event you utilize a Paid Service that facilitates direct payments between you and another Services user, you recognize and accept that we bear no liability or responsibility for these transactions or the quality of the acquired items. Any transactions or interactions you engage in with third parties while using the Services are solely between you and those third parties. You also agree that we are not accountable for any losses or claims you may have against any of these third parties.
Third-Party Websites and Services
The Services may provide links or other means to access third-party websites and services. We lack authority over these websites and services, and we neither assume responsibility for them nor endorse them. You acknowledge and consent to the fact that we bear no responsibility or liability, whether directly or indirectly, for any damage or loss purportedly resulting from or in connection with the use of or reliance on any content, products, or services available on or through such third-party websites or services.
Disclaimer of Warranty
Your use of the Services carries inherent risk. The Services are provided under an "as is" and "as available" basis. With the exception of what is explicitly provided herein, we expressly disavow all types of warranties, whether they are express, implied, or mandated by statute. This includes, but is not limited to, the implied warranties of merchantability, fitness for a specific purpose, title, and non-infringement.
We make no assurances that (i) the Services will meet your particular needs, (ii) the Services will operate without interruptions, be punctual, secure, or devoid of errors, (iii) the outcomes derived from using the Services will be precise or dependable, or (iv) the quality of the Services, content, user content, or any other materials you access or obtain through the Services will meet your expectations, be accurate, comprehensive, or up to date.
Limitation on Liability
You expressly comprehend and consent that we will not be held accountable for any indirect, incidental, special, exemplary, or consequential damages, or damages such as profit loss, which include but are not limited to damages related to goodwill or opportunity, use, data, or other intangible losses (even if we have been informed of the potential for such damages). These may arise from:
(i) Your use of or inability to use the Services.
(ii) Costs associated with obtaining alternative goods as a result of acquiring goods, data, information, or services, or messages received or transactions entered into through the Services.
(iii) Unauthorized access to or alteration of your transmissions, data, or account due to your failure to maintain the security and confidentiality of your account credentials.
(iv) Statements or actions of any third party using the Services.
(v) Any other issue linked to the Services.
In no circumstances will our overall liability to you for all damages, losses, or causes of action surpass the amount, if any, you have paid us in the last twelve (12) months, or, if greater, one hundred dollars ($100).
Certain jurisdictions do not permit the exclusion of specific warranties or the limitation or exclusion of liability for incidental or consequential damages. Therefore, some of the constraints mentioned above may not be applicable to you. However, these restrictions will apply if you are a resident of New Jersey. If you are dissatisfied with any aspect of the Services or these terms, your only recourse is to cease using the Services.
You accept the responsibility for your interactions with any other third party arising from your use of the Services, including, for example, but not limited to, any carrier, copyright owner, or other user. Neither we nor our affiliates will bear any liability or responsibility regarding such interactions. While we maintain the right, we are not obligated to participate in disputes between you and any other user of the Services.
Compensation and Waiver
To the maximum extent allowed by law, you consent to release, indemnify, and absolve us, our partners, and their officers, employees, directors, and agents from any and all losses, damages, costs (including reasonable legal fees), rights, claims, actions of any nature, and injuries (including death) that result from or are connected to your use of the Services, any Content or User Content, your breach of these Terms, or your infringement of someone else's rights (referred to as "Claims"). This release is intended to be a comprehensive and absolute release covering all Claims, and all the released parties may assert the existence of this release as a full and absolute defense against any Claim.
If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, and that, if known, would have significantly influenced the settlement with the debtor." If you reside in another jurisdiction, you waive any similar statute or doctrine.
You acknowledge that you enter into this release of your own accord, with full awareness and voluntarily. Furthermore, you intend it to be an all-encompassing and unconditional release and waiver of all Claims stemming from or in any way connected to your use of the Services.
Termination
Company reserves the right to cease your access to the entire Service or specific portions thereof, at its discretion, with or without reason, and with or without prior notice. Such termination will take immediate effect and may result in the loss and deletion of all data linked to your account, including, but not limited to, any access to Music you have procured via the Service. If you decide to end your account, you can do so by adhering to the instructions available on the Site. Any fees paid as per this Agreement are typically non-refundable, except as stipulated in this Agreement. All sections of these Terms of Use that, by their nature, should endure post-termination will indeed persist post-termination. This includes, but is not limited to, ownership clauses, disclaimers of warranties, indemnification, and liability limitations.
United States Governing Law and Venue
If you live or are headquartered in the United States, these Terms will be construed under the regulations of the State of California and the United States of America, without considering conflict-of-law rules. Legal actions (excluding small claims cases) not covered by the arbitration provision in Section 23 should be filed in either a state or federal court situated in San Francisco, California, unless we mutually decide on a different venue. Both you and we concur to the jurisdiction and legal authority in San Francisco, California.
Mandatory Arbitration and Class Action Waiver
General Terms
These Terms establish the complete agreement governing your use of the Services and constitute the entire understanding between you and us. Our failure to enforce any right or provision in these Terms doesn't waive that right or provision. Should a court find any part of these Terms invalid, both parties agree the court should strive to uphold the intent reflected in the provision, while the other provisions remain valid. You cannot transfer these Terms without our written consent, yet we can assign or transfer them, wholly or partially, without limitation. Section titles within these Terms are for convenience only and carry no legal weight. Notices to you may be sent via email or regular mail. We are not liable for any delays or inability to perform due to events beyond our reasonable control.
Contact Us
For questions about these Terms, please contact us at: contactadaelo@gmail.com