Welcome to the Loud Behaviour website, applications and the products and services offered by Loud Behaviour through its website and mobile network (collectively, including all Materials available through the www.FreemeMusic.com domain name and the Loud Behaviour website network, including mobile sites and apps, “Sites”). This End User License Agreement (“EULA”) describes the terms and conditions applicable to your access and use of the Sites and the products and services offered therein.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU”, ‘’OWNER’’, ‘’LICENSOR’’ SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT WHILE US REFER TO ‘’LOUD BEHAVIOUR, ‘’LICENSEE’’ THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW
Please read the following carefully before using the Sites or ordering/downloading any of our products, so that you are aware of your legal rights and obligations with respect to Loud Behaviour, its affiliates, licensors, content providers, and other users. THIS EULA FULLY INCORPORATES BY REFERENCE: (A) THE PRIVACY POLICY AND (B) ALL OTHER POLICIES AND GUIDELINES OF THE SITES AND MATERIALS, SERVICES, AND/OR DOWNLOADING AND/OR USING SOFTWARE (AS SUCH TERMS ARE DESCRIBED BELOW), INCLUDING WITHOUT LIMITATION: (I) OFFICIAL RULES FOR ANY CONTESTS, OFFERS OR SWEEPSTAKES, AND (II) THE POLICIES AND GUIDELINES OF ANY THIRD PARTY ADVERTISERS, LICENSORS AND/OR PARTNERS.
By using these Sites and the services and products offered on or through them, you may access the Loud Behaviour Website and the Loud Behaviour service. As used in this EULA, the term, “Software” includes the Loud Behaviour Website, any other software owned or controlled by Loud Behaviour which you have selected for downloading and installation, and any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates and upgrades provided to you. Software includes security components that permit digital information to be protected (i.e, “DRM” components) and its use to occur only as permitted by usage rules set by Loud Behaviour and/or its licensors who have provided Materials (as defined herein below) for the Services.
Using this Site, you may access some or all of the services (“Services”) offered by Loud Behaviour and its licensors and authorized business partners (collectively, “Providers”). The Services include, but are not limited to the Loud Behaviour, video subscription and download facility and the Loud Behaviour subscription service (collectively, “Subscription Service”). Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by Loud Behaviour (whether by upload to the Loud Behaviour website (the "Website") or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to Loud Behaviour, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.
By using these Sites, the Services, the Materials and/or downloading and/or using Software, you automatically signify your agreement with and acceptance of this EULA. You also agree to ensure that anyone who uses these Sites, Software, the Materials and/or the Services on your computer also strictly abides by and adheres to this EULA. Loud Behaviour has the right to revise, alter, change modify, supplement and/or amend (collectively, “revisions”) this EULA at any time for any reason, in its sole discretion, without providing notice to its users. Your continued use of these Sites, Software, the Materials and/or the Services shall automatically be deemed to be and constitute your agreement with and acceptance of those revisions. We reserve the right to make revisions to or discontinue any portion of the Sites, Software, the Materials and/or the Services at any time and for any reason, at our sole discretion. We may also impose limits on certain features or restrict your access to parts or the entire Sites without notice or liability. Your continued use of the Sites, Software, the Materials and/or the Services after such revisions shall automatically be deemed to be and constitute your agreement with and acceptance of those revisions. You should check this website regularly to determine if any changes and or updates have been made to this EULA.
If you do not meet the requirements (as described below) or agree to (or cannot comply with) this EULA, as may be revised from time to time, you must stop using the Sites, Software, Materials and Services and, if applicable, cancel your Subscription Service. This license will terminate upon conditions set forth elsewhere within this EULA or if you fail to comply with any term or condition of this EULA. In such event, no notice shall be required by Loud Behaviour to effect such termination.
You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage Loud Behaviour, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:
aUndertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;
bReproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to use the Website;
cRemove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;
dThreaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
ePublish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
fCreate a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by Loud Behaviour;
gTransmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
hInterfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;
iUpload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or
jUse the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
Only services relating to the creative aspect of what we do (Graphic Design Work, Websites, Lyric Videos, EPK’s, Etc.) are available for refunds in specific cases. Each dispute will be evaluated on a case by case basis and if we deem that a refund should be given we will do so. If you choose to stop your promotion yourself, the time of inactivity is not compensated.
We are not affiliated with Instagram, Facebook, YouTube or any other social medias in any way. We are an independent corporate entity with no external affiliation whatever from any company, corporation or parastatal.
Loud Behaviour is brought to you to make your life easier by promoting your brand for you. We discourage spam and violation of the law. It is your sole responsibility to comply with all social media rules and any legislation that you are subject to. You use services at your own risk.
Promotional campaigns are not meant to reflect exact numbers. No-one can predict exact numbers. Campaigns reflect targeted numbers that we aim for in our marketing endeavors. We promote your campaign until the targeted numbers are reached. Turnaround time varies depending the on the state of the brand in question. Please contact us so that we can review your video and for more info.
We are not responsible for your actions and their consequences. We are not to blame if any of your social media accounts are banned for any reason.
We never use your credentials without your permission. We never give it away to third parties.
We do our best to protect your login and password on our secure server. However, in case of loss of data we are not to be held responsible for any consequences of that event.
Loud Behaviour.com provides a broadcast submission service. Using our music video, song and beat submission service in no way guarantees airplay. All trademarks and registered trademarks are the property of their respective owners. We are not associated, endorsed, affiliated, authorized, by, or in any way officially connected with any promotions and distribution company or any of their affiliates or subsidiaries.
By using any service on Loud Behaviour you automatically agree to these Terms. It is your sole responsibility to check whether the Terms of Service have changed.
You agree to indemnify, hold harmless and defend Loud Behaviour, Loud Behaviour Providers, their successors, their affiliates, and each of their subsidiaries, officers, directors, employees, advertising and promotions agencies, representatives or agents (collectively, “Indemnified Parties”), at your sole expense, against any and all claims, actions, proceedings, investigations, and lawsuits and all liabilities, damages, judgments, settlements, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this EULA, or any policy or guidelines referenced herein, including without limitation the Privacy Policy, or any applicable law, or (b) use or misuse of this Site, Software, the Material and/or Services, (c) or your infringement or the infringement by any other user through your account of any Intellectual Property Rights or other moral, privacy, publicity or similar rights of any person or entity but not limited to, any Claims made by any external party with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Loud Behaviour used herein are trademarks or registered trademarks of Loud Behaviour or Loud Behaviour Providers. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties. You may not copy, display or use any of these marks without prior written permission of the mark owner.
Loud behaviour provides certain services, including social media engagement and subscriber services (collectively, the “Services”). Loud Behaviour by purchasing any Services, you agree to pay the indicated purchase price and further agree that (a) you have the authority make such a purchase, (b) you have the authority to use or access the social media account linked to the purchase, and (c) you will not use the Services for any fraudulent or illegal purpose whatsoever.
You acknowledge and agree that all sales are final and that refunds will only be offered in accordance with the terms of this Agreement. Refunds will only be granted at the sole discretion of the Company.
All content, including text, images, sound, video, and code (collectively, the “Intellectual Property”) found throughout Loud Behaviour is the intellectual property of the Company and is protected by applicable Nigerian, U.S. and foreign copyright, trademark, and patent laws. These belong expressly to Loud Behaviour or other copyright owners who have given express authorization to use their information on the Loud Behaviour website.
The term of this Agreement will begin upon Loud Behaviour acceptance of your job order and will end when terminated by either party. All payments, fees, and charges made are non-refundable. If Loud Behaviour determines, in its sole discretion, that you are abusing the system, the company (without limiting any other rights or remedies available to it) withdraw your participation and withhold any amount to you.
a.Any dispute, controversy or claim arising under, out of or relating to the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, . The language to be used in the mediation shall be English.
b. If, and to the extent that, any such dispute, controversy or claim arising under, out of or relating to this EULA and any subsequent amendments of the Service, the Site(s), the Materials, or this EULA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims has not been settled pursuant to the mediation within 30 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by binding arbitration in accordance with the Arbitration & Conciliation Act, Cap 18, LFN 2004, Alternatively, if, before the expiration of the said period of 30 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by binding arbitration in accordance with Arbitration & Conciliation Act, Cap 18, LFN 2004. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the laws of the federal republic of Nigeria.
c.Decision of the Arbitrator: Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim.
d.Unless the parties agree within thirty (30) days of the filing of the Request for Arbitration to utilize a single arbitrator following consultation with the parties, each party shall appoint an arbitrator, following consultation with the parties. The arbitrator so appointed shall be independent of the parties and shall have an international reputation as being experienced in the legal and technical matters related to the dispute.
e.The arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The arbitrator is precluded from awarding punitive or exemplary damages. In no event shall the arbitrator have the powers of an amiable compositeur.
f.The following provisions relating to service of process shall apply to any litigation matters that may arise under this Agreement, any matter related thereto, or the enforcement of any arbitral or other award made pursuant to the terms hereof:
g.Each Party hereto irrevocably and unconditionally consents to service of process upon it in any proceeding brought to obtain interim injunctive relief or any proceeding brought to recognize and enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid, return receipt requested, to it at its address specified herein. The foregoing shall not limit the right of either Party to serve process in any other manner permitted by applicable law and shall not limit the ability of either Party to bring any such proceeding or to obtain execution of any judgment rendered in any such proceeding in any other jurisdiction in which the other Party hereto or any of its property or assets may be found.
h. No Class Actions: YOU AND LOUD BEHAVIOUR AGREE THAT YOU AND LOUD BEHAVIOUR MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
i.Final judgment on an arbitral award rendered against either Party in any action or proceeding shall be conclusive and may be enforced, to the extent permitted by applicable law, in any jurisdiction by suit on the judgment or by such other means provided by applicable law; a certified copy of which judgment shall be conclusive evidence thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
j.Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Loud Behaviour seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Loud Behaviour or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Loud Behaviour, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
k.Claims. You and Loud Behaviour agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
l. Improperly Filed Claims. All claims you bring against Loud Behaviour must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Loud Behaviour may recover attorneys’ fees and costs up to $5,000, provided that Loud Behaviour has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
You agree that regardless of any statute or law to the contrary, any Request for Arbitration, claim or cause of action arising out of or related to use of the Services, Materials, Sites or this EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred.
a. Loud Behaviour reserves all rights not expressly granted herein. Loud Behaviour may modify this EULA at any time for any reason, in its sole discretion, by posting the revised EULA on this Site. You may not assign any rights granted to you hereunder.
b.Nothing in this EULA shall constitute a partnership or joint venture between you and Loud Behaviour. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this EULA shall nonetheless remain in full force and effect.
c. The failure of Loud Behaviour at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. To the extent that anything in or associated with the Site, Software and/or Services is in conflict or inconsistent with this EULA, this EULA shall take precedence. If any terms contained herein conflict with the terms contained in any offer or elsewhere on the Sites, these terms and conditions control.
d.This EULA and all documents relating hereto have been drafted and will be interpreted in English. The rights and remedies granted to Loud Behaviour under this EULA are cumulative and in addition to, not in lieu of, any other rights and remedies which Loud Behaviour may possess at law or in equity.
e.The terms set forth in this EULA and any agreements included or referred to in this EULA constitute the final, complete and exclusive agreement with respect to this Site, Software, Materials and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
f.The owners of the Materials are intended third-party beneficiaries of this EULA and shall have the right to enforce it against you. Upon termination, cancellation, suspension or expiration of this EULA for any reason, you agree to cease all access and use of the Site, Software and Services.
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