Welcome to Songdew. Please read carefully.

September 2011
Songdew Media Pvt Ltd ("Songdew" or "we") operates Songdew.com. Songdew.com is a music platform that allows Members to create unique personal profiles online in order to find and communicate with other artists and listeners. The services offered by Songdew include any Songdew - branded URL (the "Songdew Website"), Songdew messaging services (including, without limitation, instant messaging, private messaging, and email services), Songdew music and video services, Songdew Promotion services, Songdew Collaboration services , Songdew mobile services, and any other features, content, or applications offered from time to time by Songdew in connection with Songdew’s business (collectively, the "Songdew Services"). Songdew Media Pvt limited operates from India.

This Terms of Use Agreement, as may be modified from time to time, ("Agreement") constitutes legally binding terms and applies to your use of the Songdew Services. By accessing and/or using the Songdew Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Songdew Services, including, without limitation, through a mobile or other wireless device, or otherwise use the Songdew Services without being registered) or you are a "Member" (which means that you have registered with Songdew). The term "User" refers to a Visitor or a Member. You are authorized to use the Songdew Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law") and the terms of this Agreement. In addition, in consideration for becoming a Member and/or making use of the Songdew Services, you must indicate your acceptance of this Agreement during the registration process. Songdew reserves the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the Songdew Services. All material modifications will apply prospectively only. Your continued use of the Songdew Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Songdew Services immediately.

By using the Songdew Services, you represent and warrant that
(a) All registration information you submit is truthful and accurate;
(b) You will maintain the accuracy of such information;
(c) You are 13 years of age or older; and
(d) Your use of the Songdew Services does not violate any Applicable Law.
Your profile may be deleted and your Membership may be terminated without warning, if we believe that you gave made any false representation about your name , age or any other details provided during registration process.

This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Songdew Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Edit Profile page. Songdew may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, Songdew reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including, without limitation, private messages, emails and instant messages (collectively, "messages")) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Songdew Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, Songdew reserves the right, in its sole discretion, to reassign or rename your profile URL. Songdew expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Songdew Services if Songdew determines, in its sole discretion, that you have violated this Agreement or pose a threat to Songdew, its employees, business partners, Users and/or the public. Even after Membership is terminated, this Agreement will remain in effect, including, without limitation all the sections listed below Section 5.

You acknowledge that Songdew reserves the right to charge for any portion of the Songdew Services and to change its fees (if any) from time to time in its discretion. If Songdew terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify Songdew immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

The Songdew Services are for the personal use of Members and may only be used for direct commercial purposes if they are specifically endorsed or authorized by Songdew. Songdew reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Songdew Services, including, without limitation, collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Songdew Services, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Songdew reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Songdew Services.

(A) You hereby acknowledge and agree that you are solely responsible for all materials that you post or publish on the Web Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video,   messages, files and any other materials ("Content"). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site or that you own such Content. You hereby acknowledge and agree that Songdew shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Songdew  may, at its sole discretion, disclose your Content in order to:
(i) Comply with law enforcement, court orders, or the legal process; and/or
(ii) Protect the rights and safety of individuals; and/or
(iii) Settle disputes over intellectual property ownership.

Songdew owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Web Site, or via the Web Site, by third parties and that is  not within the control of Songdew. It is the policy of Songdew not to permit materials known by us to be infringing to remain on this Web Site. You should notify us promptly if you believe any materials on this Web Site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement   , we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures as per law to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.  Any such infringement of rights shall be informed by submitting your complaint in the section Report Abuse on this site. 
Songdew  retains the right of terminating account of its Member if  he/she is found to have indulged in infringement of copyrights .

(B) Songdew does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you transmit, submit, display or publish ("post") on, through or in connection with the Songdew Services. After posting your Content on, through or in connection with the Songdew Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By posting any Content on, through or in connection with the Songdew Services, you hereby grant to Songdew a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on, through or in connection with the Songdew Services, including, without limitation, through the Songdew Services to applications, widgets, websites or mobile, desktop or other services which are linked with your Songdew account (collectively, "Linked Services"), including, without limitation, distributing part or all of the Songdew Services and any Content included therein, in any media formats and through any media channels, except that Content marked "private" will not be distributed by Songdew outside the Songdew Services and Linked Services. This limited license does not grant Songdew the right to sell or otherwise distribute your Content outside of the Songdew Services or Linked Services without your consent. After you remove your Content from the Songdew Services we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside of the Songdew Services, you change the Content’s privacy setting to "private," we will cease distribution of such "private" Content outside of the Songdew Services as soon as practicable after you make the change. Notwithstanding the foregoing, you understand and agree that once Content is distributed to a Linked Service or incorporated into other aspects of the Songdew Services, Songdew is under no obligation to delete or ask other Users or a Linked Service to delete that Content, and therefore it may continue to appear and be used indefinitely.

1. The license you grant to Songdew is non-exclusive (meaning you are free to license your Content to anyone else in addition to Songdew), fully-paid and royalty-free (meaning that Songdew is not required to pay you or anyone else deriving rights from you for the use on the Songdew Services of the Content that you post), sub licensable (so that Songdew is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Songdew Services), and worldwide (because the Internet and the Songdew Services are global in reach).
2. You represent and warrant that: (i) you own the Content posted by you on, through or in connection with the Songdew Services, or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on, through or in connection with the Songdew Services and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through the Songdew Services and/or Linked Services.
3. The Songdew Services contain Content of Users and other Songdew licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Content appearing on or through the Songdew Services.
4. Songdew performs technical functions necessary to offer the Songdew Services, including, but not limited to, the technical processing and transmission of email communications to perform the email service, and transcoding and/or reformatting Content to allow its use throughout the Songdew Services. In addition, you agree and acknowledge that Songdew may send messages including, but not limited to, notifications, special offers, promotions, commercial advertisements, and marketing materials, in connection with the Songdew Services. You can control what type of communications you receive from the Songdew Services by logging into your account and choosing the appropriate notifications settings or by following the unsubscribe instructions contained at the bottom of commercial emails.
5. Songdew reserves the right to limit the storage capacity of Content that you post on, through or in connection with the Songdew Services.

(C) If you download or copy music files from the Web Site, you agree to use any music files that you download and copy in compliance with the following Usage Rules:

(i) Your use of the music files is conditioned upon your prior acceptance of these Terms and Conditions of Use;
(ii) You shall be authorized to use the music files only for personal, noncommercial use;
(iii) You may not combine a music file with any video or image file to create a multimedia work;
(iv) You may not use a music file as a musical "ringer" in connection with a phone or phone calls;
(v) The download and copy of a music file does not transfer to you any commercial or promotional use rights in the music file; and
(vi) You agree that your download and copy of music files constitutes your acceptance of and agreement to the Terms and Conditions of Use and these Usage Rules, and that any use of the music files other than in accordance with these Usage Rules may constitute a copyright infringement.

(D) While downloading any content from the site ( free or pay basis), you acknowledge and understand that any disputes including that of copyright infringement , quality of the download etc will be entirely between the content right owner on whose behalf the sownload is enabled and the person downloading the same. Songdew would have no liability with respect to any such disputes.

Please choose carefully the information that you post on, through or in connection with the Songdew Services and that you provide to other Users. Your Songdew profile shall not include any form of Prohibited Content, as outlined  below. Despite this prohibition, information, materials, products or services provided by other Songdew Members (for instance, in their profiles) or Linked Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Songdew assumes no responsibility or liability for this material. If you become aware of misuse of the Songdew Services by any person or Linked Service, please click on  "Report Abuse" link at the bottom of the Songdew Website pages.

1. Songdew may reject, refuse to post or delete any Content for any or no reason, including, but not limited to, Content that in the sole judgment of Songdew violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Songdew assumes no responsibility for monitoring the Songdew Services for inappropriate Content or conduct. If at any time Songdew chooses, in its sole discretion, to monitor the Songdew Services, Songdew nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
2. You are solely responsible for the Content that you post on, through or in connection with any of the Songdew Services, and any material or information that you transmit to other Members and for your interactions with other Users.
   
   The following are examples of the kind of Content that is illegal or prohibited to post on, through or in connection with the Songdew Services. Songdew reserves the right to investigate and take appropriate legal action against anyone who, in Songdew's sole discretion, violates this provision, including, without limitation, removing the offending Content from the Songdew Services, terminating the Membership of such violators and/or reporting such Content or activities to law enforcement authorities. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Songdew:
3. Is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
4. Harasses or advocates harassment of another person;
5. Exploits people in a sexual or violent manner;
6. Contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
7. Solicits or is designed to solicit personal information from anyone under 18;
8. Publicly posts information that poses or creates a privacy or security risk to any person;
9. Constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
10. Constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
11. Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
12. Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
13. Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
14. Solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;
15. Involves commercial activities and/or sales without prior written consent from Songdew such as contests, sweepstakes, barter, advertising, or pyramid schemes;
16. Includes a photograph or video of another person that you have posted without that person's consent;
17. For band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile; or
18. Violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
    
    The following are examples of the kind of activity that is illegal or prohibited on the Songdew Website and through your use of the Songdew Services. Songdew reserves the right to investigate and take appropriate legal action against anyone who, in Songdew's sole discretion, violates this provision, including, without limitation, terminating your Membership and/or reporting such activity or Content to law enforcement authorities. Prohibited activity includes, but is not limited to:
19. Criminal or tortuous activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, sendingof viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
20. Advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Songdew Services.
21. Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Songdew Services;
22. Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
23. Modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from the Songdew Services other than your Content which you legally post on, through or in connection with the Songdew Services;
24. Providing or using "tracking" or monitoring functionality in connection with the Songdew Services, including, without limitation, to identify other Users’ views, actions or other activities on the Songdew Services;
25. Covering or obscuring the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any Songdew page via HTML/CSS or any other means;
26. Any automated use of the system, such as, but not limited to, using scripts to add followers or send comments, messages, status or news feeds.
27. Interfering with, disrupting, or creating an undue burden on the Songdew Services or the networks or services connected to the Songdew Services;
28. Impersonating or attempting to impersonate Songdew or a Songdew employee, administrator or moderator, another Member, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing);
29. Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
30. Selling or otherwise transferring your profile, your email address or URL;
31. Using or distributing any information obtained from the Songdew Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
32. Displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Songdew Services on behalf of that person, such as placing commercial content on your profile, links to e-commerce sites not authorized by Songdew, posting status or mood updates, blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending messages with a commercial purpose;
33. Relaying email from a third party's mail servers without the permission of that third party;
34. Using invalid or forged headers to disguise the origin of any Content transmitted to or through Songdew’s computer systems, or otherwise misrepresenting yourself or the source of any message or Content;
35. Using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from the Songdew Website for the purposes of sending unsolicited or unauthorized material;
36. Engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent; or
37. Using the Songdew Services in a manner inconsistent with any and all Applicable Law.

Linked Services created by third party developers may be available on, through or in connection with the Songdew Services. Linked Services include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your Songdew profile or shared with other Users on the Songdew Services or which may link to your Songdew account from outside of the Songdew Services. Linked Services may use your Songdew profile information, friends and/or other profile content on the Linked Service and share activity events between Songdew and the Linked Service (depending on the features the Linked Service chooses to make available). When you engage with a third party Linked Service, you are interacting with the third party, not with Songdew. Songdew does not control the third party, and cannot dictate their actions. If you choose to use a third party Linked Service, the Linked Service may use and share your data in accordance with the privacy policy of and your privacy settings on such service. In addition, the third party providing the Linked Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. Songdew is not responsible for and makes no warranties, express or implied, as to the third party Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof). Songdew encourages you not to provide any personally identifiable information to any third party Linked Service unless you know and are comfortable with the party with whom you are interacting.

You are solely responsible for your interactions with other Songdew Users, third party developers or any other parties with whom you interact through the Songdew Services and/or Linked Services. Songdew reserves the right, but has no obligation, to become involved in any way with these disputes.

Use of the Songdew Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

Use of the Songdew Services is also governed by our Disclaimer Policy, which is incorporated into this Agreement by this reference.

In no event shall songdew be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including, without limitation, lost profit damages arising from your use of the songdew services or linked services, even if songdew has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, songdew's liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to songdew for the songdew services during the term of membership.

The Agreement shall be governed by, and construed in accordance with, the laws of India on exclusive basis. And courts in New Delhi will have exclusive jurisdiction with regard to any kind of dispute

You agree to indemnify and hold Songdew, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Songdew Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the Songdew Services.

This Agreement is accepted upon your use of the Songdew Website or any of the Songdew Services and is further affirmed by you becoming a Member. Your agreement with Songdew will always include this Agreement at a minimum. Your access and use of certain Songdew Services will require you to accept additional terms and conditions applicable to such certain Songdew Services, in addition to this Agreement, and may require you to download Software or Content. The failure of Songdew to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Songdew is a trademark of Songdew, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.