Terms of Use
Welcome to Session, a service facilitating your work as a creator of music.
These terms and conditions (the “Terms of Use”) apply to the platform Session and the Session Studio applications (together “Session”) and all services provided on Session whether you visit Session via the website www.session.id and/or www.sessionstudio.com or via any other system such as one of our apps or via one of our business partners (collectively the “Service”) by Session.id Limited a company incorporated under the laws of England and Wales with company number 11782991 and whose principal office is at 1 Montem Terrace, 35a Arterberry Road, London, SW20 8AG, England (the “Provider”/”we”/”our”/”us”) to the users of the Service (the “User(s)”/”You”/”Your”). Where the Terms of Use are not specifically addressed to Creators, the provisions in the Terms of Use apply to all Users.
In addition to these Terms of Use special terms may apply for different services provided in the Service (“Special Terms”). In the event of any conflict between the Special Terms and these Terms of Use, the Special Terms shall prevail unless otherwise expressly stated. The Terms of Use and any Special Terms which You have agreed to shall jointly be referred to as the “Agreement”.
Terms starting with a capital letter are defined in the Agreement and have the meaning assigned to them also when appearing above the definition.
Please note that the provisions in these Terms of Use are not intended to deprive You of any rights You may have under mandatory consumer laws in Your country. Hence, should any provision herein weaken Your rights under applicable mandatory consumer law, the corresponding provision under such consumer law shall prevail.
Please read Session’s Privacy Policy carefully for information relating to our collection, use, storage and disclosure of Your Personal Data. In addition, as common with most online services and mobile applications, we use cookies to help understand how our Users are using Session, so that we can continue to improve the Services we offer. Our use of cookies, and how to disable cookies, is explained in our Privacy Policy.
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, you agree as follows:
1. ACCEPTANCE OF TERMS OF USE
1.1 By using the Service You acknowledge that You have read, understood and agree to be bound by these Terms of Use and undertake not to use the Service in breach of these Terms of Use. These Terms of Use and any Special Terms constitute the Agreement between You and the Provider.
2. AGE AND AUTHORITY
2.1 You are an individual. You confirm and warrant that You are at least 18 years old and that You are not otherwise barred from entering into a binding contract under applicable laws.
3. DESCRIPTION OF THE SERVICE
General
3.1 As a User of the Service You will be able to interact with other Users by using different functions provided in the Service.
3.2 Our Service enables You to gather and keep track of information related to musical works continuously from their inception until completion, and to communicate information about, amongst other things, Creators and writer splits, for the purpose of attending to Your interests in and to musical works.
3.3 Further, as a User of our Service You will be able to, by using the tools and features provided as part of and accessible via the Service, amongst other things, post messages and upload and otherwise provide files, music, sounds, text, lyrics, photos, images, videos, locations or other materials (“Content“), and to share such Content in the Service with other Users.
3.4 The functionalities of the Service may change as the Service is developed and updated in order to give You the best experience possible. Any new functionality will be subject to this Agreement as well as any additional terms of use that Provider may release for such new functionalities.
3.5 You may be requested to enter Your IPI/IPN number in the Service for verification at the applicable copyright society. The verification status of Your IPI/IPN number (e.g. “verified” or “unverified”) may be displayed in the Service to other Users (Creators) which you collaborate with.
Song Projects
Creation of Song Projects
3.6 A “Song Project” is intended to function as an online working room for the Users involved in the creation of a musical work (“Song“). The Service enables You as a User to create one or more Song Projects and invite other Users to Song Projects. As a User creating or accepting an invite to a Song Project (individually referred to as a “Member” and together as the “Members“), You are able to share ideas and Content in the Song Project. The Content You provide and information of when a specific action was taken may appear on a local feed visible in the Song Project. The User’s name and picture may appear when Content is posted by a User in the Song Project.
3.7 A new Member to a Song Project will be able to access all Content already provided in the Song Project by the other Members, and to use all functions accessible to the Members in the Song Project. In the event that the Service provides such functions, Content shared by a User and information about the User may remain in the Song Project after the User has ceased being a Member.
3.8 A User who is an individual may be invited to a Song Project as a “writer” , “producer” and/or “musician”, or under any other title where provided for in the Service. The functions in the Song Project and the Content visible in the Song Project may vary depending on under which title You are invited.
Split Sheet
3.9 In each Song Project the Members that are writers and producers may insert information about the writer’s split and ownership interest in and to the Song in a digital split sheet (“Split Sheet“). The Users are responsible for ensuring the information entered on the split sheet is true and accurate and any disputes in this regard shall be resolved between the Users, without any involvement from the Provider (pursuant to Section 12).
Changing Status of a Song Project
3.10 The status of a Song Project can be changed from “in creation” to “pitchable” or “released”, or to any other status where provided for in the Service.
Metadata
3.11 As a Member you may add and access certain Song Project information and metadata in respect of the Song, including but not limited to the following information:
i) the title and lyrics of the Song;
ii) IPI/IPN/ISNI numbers in respect of contributing Members;
iii) the information provided in the Split Sheet (including the split, names, identification numbers in respect of contributing Creators (where applicable));
iv) information regarding the contributing Creators performing role(s) and instrumentation; and
v) the location of the recording of the Song Project.
3.12 In addition to the metadata specified in clause 3.11, the Service may also enable Members to provide and access further metadata fields and information. The Service may also enable Users to extract certain information provided in a Song Project to which they have access (including Split Sheet information) to PDF or other format as provided in the Service.
3.13 A User may be able to view all or parts of the Content in a Song Project to which Users who they are connected to in the Service are Members, and may also be able to post Content in the Song Project if the Service provides for such functions.
Sharing of Content
3.14 Without limiting the generality of Section 6 and the Rules of Conduct, the Provider has no responsibility with respect to any sharing of Content by the Users in the Service or in the event that you share any Content outside the Service. In the event that You are making any Content available in the Service to other Users, or to third parties outside the Service, You are responsible for obtaining all necessary third-party consents and approvals and You warrant that you shall not infringe upon any third party’s rights, including but not limited to copyright and intellectual property rights, by sharing such Content.
3.15 In the event that You elect to make any Content available (including Your Song Project) on a third party website or application (and not directly on the Service i.e. to third-party platforms including but not limited to DSPs (Spotify, Apple Music etc) or UGC platforms (i.e. TikTok, YouTube)), Your Content may become subject to other parties privacy policies and user terms and conditions. For the avoidance of doubt, Session shall not be liable for any payments (including any so-called royalty payments) that become due to You in connection with the delivery of Your Content or Song Project to any such third-party platform.
Messaging and Notification Functions
3.16x You may be notified by email e.g. when You are invited to a Song Project, and you may also be notified by email when a User takes action in the Song Project. The Service may also include other notification functions to your device. You may change Your User settings in order to limit such notifications.
4. USERNAME AND PASSWORD
4.1 To use the Service You must create a user account at Session. By completing the applicable registration procedure below an account connected to You for utilizing the Services is activated.
4.2 To use the Service as a Creator You create the account by registering Your name and email address. The Service will send an email to the email address provided requesting You to verify that You have requested to create an account.
4.3 During registration You shall choose a user name and a personal password. You may not choose a username that is harmful, abusive, racially or ethnically offensive, sexually explicit, defamatory, infringing or invasive of personal privacy rights.
4.4 You agree to and warrant that all information that You submit to the Provider via the Service or otherwise is truthful and accurate and that You will maintain the accuracy of such information.
4.5 You agree to and warrant that You will not disclose (wilfully or by negligence) Your user name and/or password to any third party or otherwise allow any third party to use Your access to the Service. If You have reason to believe that a third party has gained access to Your user name and/or password You must immediately inform the Provider via email to support@sessionstudio.com. For security reasons Your access to the Service including Your account will be blocked if You provide the wrong log in information a certain number of times in a row.
4.6 You are personally responsible for the use of the Service under Your password. You are liable for any damage or loss incurred by the Provider or any third party due to unauthorized use of Your user name and/or password.
5. PRICE AND PAYMENT
5.1 Certain Service options are provided free-of-charge (including creating an User account), while other options may require payment to be accessed via paid subscriptions. Provider may from time to time change the price and payment terms for each individual subscription, including recurring subscription fees, and any other optional services or premium functions provided via the Service, and will communicate any price changes to You in advance on reasonable notice. Prices and payment terms shall be at the Provider’s sole discretion and may vary , based on User requirements and usage of the Service. Subject to applicable law, by continuing to use the Provider’s Service after the price change takes effect, You will have accepted the new price. In the event that You do not agree to a price change, You can reject the change by unsubscribing from the applicable paid subscription prior to the price change going into effect. In the event the User’s payment fails the Provider reserves the right to deny the User access to the Service and/or terminate the User’s account. Please note that Your suppliers’ ordinary fees for e.g. data traffic applies when You use the Service.
5.2 Special Terms applicable to paid tier Subscription Services can be found here.
6. RULES OF CONDUCT
6.1 You agree to and warrant that You will not:
i) use the Service to transfer or upload Content that contains viruses, corrupted data, malicious software or other programs that may harm computers or other property;
ii) use the Service to defame, harass, discriminate or threaten another person and/or company or in any other way violate the rights of a third-party;
iii) create an account and/or post Content in any other person’s or company’s name or otherwise pretend to be someone else when using the Service;
iv) use the account or User Name of another User at any time;
v) distribute or reproduce all or any part of the Service;
vi) take any actions in or in connection with the Service which infringe upon the Provider’s or any third party’s intellectual property rights;
vii) circumventing or modifying or encouraging or assisting any other person in circumventing or modifying security measures and security technology that forms part of the Service;
viii) alter, copy, disassemble, decompile or reverse engineer any part of the Service;
ix) use software that reads or adds data on the Service automatically;
x) use the Service to request or encourage other users to breach any provision of the Agreement; or
xi) abuse the Service or use it for any unlawful or unauthorized purpose (which includes transmitting any computer viruses through the Service, using the Service for illegal file sharing activities, or using the Service in a manner which violates or infringes the rights of anyone else).
6.2 The Service enables You to provide Content in the Service. Such Content is not owned or reviewed by the Provider as such You are personally responsible for any Content You upload to the Service. You agree and warrant that You shall not create Content in breach of the terms of this Agreement (including but not limited to, to harass or threaten another User, e.g. by repeatedly sending unwanted messages).
6.3 You agree to and warrant that You shall not publish, post, transfer, distribute or upload any Content to the Service which:
i) You are not the creator and/or owner of all rights to, or that You do not have the creator’s and/or owner’s consent to publish, post, transfer, distribute or upload to the Service;
ii) is a photo, image or video in relation to which You do not have the consent of all persons appearing in the photo or video to share it in relation to the Service;
iii) is a photo or video in relation to which You have not exercised caution when taking the photo or recording the video and that all applicable laws have been followed when taking the photo or recording the video;
iv) consists of unauthorized private information about any person;
v) involves the transmission of “spam” messages, “junk” mails, unsolicited marketing emails or the like;
vi) involves commercial advertising or promotional activities such as prize contests;
vii) promotes or encourages illegal activity;
vii) is racially or ethnically offensive and/or constitutes agitation against a minority (such as e.g. national group or ethnic group);
viii) constitutes defamation, contains pornography or is in any other way sexually explicit;
ix) attacks sexual orientation or religion or is discriminating in any other way;
x) is in any other way harmful, abusive, offensive or illegal or which infringes the rights of any third party (including but not limited to copyright and trade marks or any other intellectual property rights); or
xi) provide links to any third party website containing information which would be regarded as Content in breach of the terms of this Agreement if provided in the Service directly.
6.4 The Provider reserves the right to immediately remove any Content from Session that the Provider in its sole discretion deems to be in breach of the Agreement, any other terms or conditions posted in the Service, or is otherwise harmful for the Provider.
6.5 The Provider does not make any warranties nor accept any liability as to the accuracy of the information and Content provided or verified by any User. You are responsible for the accuracy of the Content You provide or verify upon request.
7. OWNERSHIP OF CONTENT
7.1 You own all of the Content You provide on or in connection with the Service and the Provider does not own nor claim any ownership rights in or to Your Content.
8. LICENSES TO CONTENT
8.1 By providing Content in the Service You grant:
8.1.1 to the Provider, a non-exclusive, perpetual, transferable, worldwide, irrevocable and royalty-free licence (with the right to sublicense) to – without restrictions – reproduce, make available, transmit, use, publish, distribute, modify, adapt, publicly perform and publicly display such Content in all manners now or hereafter known or required in order to perform the Service. You agree to and warrant that the content is owned or duly licensed by You and that the Provider does not need the permission or license from any third party to use the above described rights.
9. PROVIDER’S INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights in and to the Service including but not limited to copyrights to the interface and design, database rights, patents, trademarks and trade names (whether registered or not), in and related to the Service as such is the property of the Provider or its business partners.
10. PROVIDER’S LIABILITY
10.1 The Service is provided “as is” and the Provider grants no warranties, express, implied or otherwise, as to the accessibility, quality, suitability, or accuracy of the Service and disclaims any warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. The Provider shall not be liable for the technical implementation of the Service. Furthermore, there are situations when the Service will not be accessible, including but not limited to situations due to necessary maintenance and circumstances outside the control of the Provider such as net access failure – that the Service is not accessible due to these circumstances is not a fault in the Service and the Provider shall not be liable to You on account thereof.
10.2 The Provider will make its best efforts to maintain the chosen status of notification functions and Song Projects, but is not responsible for errors and reserves the right to change which settings are available from time to time.
10.3 To the fullest extent permitted by applicable law the Provider, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors shall not be liable to You or any third party for any direct damages, indirect damages or any other damages of any kind, including but not limited to lost data, lost capital, lost profits, lost income, lost revenue, business interruption, damages for goodwill, procurement of substitute services, arising out of or in connection with the Agreement or the use or inability to use Session and/or the Service.
10.4 To the extent the Provider is liable to You for any damages, the Provider’s aggregate liability to You, whether for negligence, breach of contract or any other cause of action or omission shall be limited to the aggregate fees relating to the service causing the damage, that You have paid to Provider during the 12 months preceding the event causing the damage.
10.5 The Provider shall not be liable to You for any claims made by third parties towards You.
11. USER’S LIABILITY AND INDEMNIFICATION
11.1 The User shall be liable for any damage caused to the Provider or any third party by User’s breach of the Agreement, including but not limited to any damage caused by the use of Content or any use of the Service in breach of the Agreement.
11.2 You agree to hold harmless and indemnify the Provider in relation to any claims, costs (including properly incurred legal costs and other advisers’ fees), damages, expenses, liabilities and losses, incurred by the Provider, arising in any manner whatsoever in relation to the use of Content in breach of the Agreement, or any other breach of the Agreement.
12. USER DISPUTES
12.1 You are solely responsible for Your interaction with other Users or third parties through the Service. The Provider is not responsible for any disputes between You and other Users or third parties and shall not be involved in such disputes.
13. CHANGES TO THE AGREEMENT
13.1 You acknowledge and agree that the Provider may occasionally, at its own discretion, make changes to the Agreement, including these Terms of Use. When the Provider makes any such changes to the Agreement that the Provider consider material You shall be notified in writing via the Service. By continuing to use the Service after those changes are made You are expressing and acknowledging Your agreement and acceptance of the changes.
14. TAKE DOWN FUNCTION
14.1 If You believe or suspect that Content in the Service is in breach of the Agreement You may report such Content to the Provider. Your abuse of this function will be regarded as a material breach of the Agreement.
14.2 The Provider reserves the right to immediately remove Content, if it is reported as described in Section 14.1 above. If Content is, in the Provider’s sole discretion, not in breach of the Agreement the Provider will re-post the Content.
15. TERMINATION
15.1 The Provider may terminate the Agreement, by written notice to Your email address, and Your access to the Service with immediate effect if You commit a material breach (including but not limited to any breach of the provisions under “Username and password” and “Rules of conduct”) of the Agreement. The Provider reserves the right to claim damages and all other rights provided by law.
15.2 The Provider shall furthermore have the right to terminate the Agreement and cease to provide access to the Service with immediate effect and without prior notice if required by law or an authority decision or because the Provider ceases to provide the Service to Users in the country where You live or resides or from which You are using the Service.
15.3 You have the right to terminate Your account and any and all subscriptions to the Service at any time.
16. EFFECTS OF TERMINATION
16.1 Upon termination of Your account You will no longer have access to the Service and You will not receive any further notifications from the Service. Your name and IPI/IPN number may remain visible to other Users having access to relevant Song Projects, and the Content You have provided in the Service may remain in the Service accessible to other Users as set forth in the Agreement.
16.2 All provisions of the Agreement which by their nature shall survive termination, including, but not limited to provisions regarding ownership, warranty disclaimers, indemnity and limitation of liability.
17. THIRD PARTY RIGHTS
17.1 This Agreement is not intended to give rights to anyone except You and the Provider. This does not affect our right to assign our rights as set forth in clause 19.
18. ASSIGNMENT
18.1 The Provider may assign any or all of the terms of this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under the Agreement to any third party without Your prior written approval. You may not assign the terms of this Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party.
19. DISPUTES AND GOVERNING LAW
19.1 This Agreement shall be governed by and construed and interpreted under the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with the Agreement or any non-contractual obligation arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the courts of England & Wales.
20. DISCLOSURES
20.1 The Services hereunder are offered by Session.id Limited a company incorporated under the laws of England and Wales with company number 11782991 and whose principal office is at 1 Montem Terrace, 35a Arterberry Road, London, SW20 8AG, England. More information about Session is available here. You may contact Session by sending correspondence to the foregoing address or by emailing us at support@sessionstudio.com.