Smoove Entertainment Terms of Use
Last update: Feb 02, 2023
Welcome to SMOOVE ENTERTAINMENT!
These Terms. We ask you to read these Terms of Use (the “Terms”) carefully since they affect your legal rights and governs any and all use of SMOOVE ENTERTAINMENT’s website(s) and mobile application(s) (the “Site”) and any and all content, including but not limited to, the sound recordings contained in the Smoove Entertainment music catalog available (the “Sound Recordings”) designs, text, graphics, pictures, videos, information, applications, software and other files made available on the Site (collectively the “Content”).
By visiting and otherwise making use of the Site, you acknowledge that you have read and understood and agree to be bound by these Terms and herein referred documents. If you do not want to be bound by the above terms, please do not use our Site. If you are accessing the Site in connection with your employment, you hereby warrant to us that you are authorized to and hereby do bind your company/employer to these Terms and any License, and any references herein to “you” and “your” will refer to both you and your company/employer, as applicable.
Separate License required. Please note that any use of the Sound Recordings is subject to a separate license agreement which regulates your right to use the Sound Recordings (a “License”). Information about any active and valid License(s) are available in your account. More information about our Licenses can be found on our Site or by contacting our customer support. If you have any questions regarding your right to use Sound Recordings under a partner agreement, please contact the relevant partner or our customer support.
Age and eligibility. You warrant (I) that you are 13 years or older (or the relevant minimum age in your country) (ii) that you are authorized to agree to these Terms and (iii) if you are below the legal age of majority in your country, that you have your parent/or guardian’s consent or that your parent or guardian is entering into these Terms on your behalf.
Changes and versions. Occasionally Smoove Entertainment may, in its discretion, make amendments to these Terms. If Smoove Entertainment makes amendments to these Terms that Smoove Entertainment deems material for you, Smoove Entertainment will notify you beforehand through the Site. By continuing to use the Site after changes to these Terms have been made you are expressing and acknowledging your acceptance of such changes. Any translated versions of these Terms from English into another language are made only for convenience and the English version will always prevail.
The Site and your use of the Site
Provider. The Site is provided by Smoove Entertainment, 901 Layfette Street Bridgeport, CT. 06607 ("Smoove Entertainment").
Account. You access the Site from our web or mobile online interface, including as and if available through third party applications. To access certain features of the Site, and to acquire License(s) you must create a personal account and register as a user by submitting the information requested and following the instructions that are further specified in the applicable registration form or interface. You alone are responsible for providing and keeping true, accurate, complete, and up-to-date information, maintaining the confidentiality and security of your account and credentials, as well as for all activities that occur within your account. Without limiting the foregoing, you warrant that your country of residence and/or incorporation (as applicable) is the same as the country specified in the account and/or billing information provided to us. You are not allowed to have more than one account. It is prohibited to agree with third parties upon the transfer, utilization or provision of accounts, resources, or access data. You must notify us immediately of any breach of security or unauthorized use of your account that you become aware of.
Content. The Content, including without limitation, the Sound Recordings, made available through the Site may be updated, replaced, removed, or otherwise amended, always, with or without any notice to you. You accept that the Content that is available at any given time might not be available at a later stage. If you have a License, please note that you may not use any Sound Recordings so removed in any new productions after the date of such removal, even if you have downloaded them previously, and this shall not be seen as an amendment of this Agreement, such License or the Site provided hereunder, provided that such changes do not fundamentally alter the character of a License. Content types and descriptions, such as genres, categories, moods, themes etc., are provided for your convenience only and we do not guarantee their accuracy.
Content guidelines. You shall comply with any applicable laws and regulations when using our Content and Site, and as noted above, you may only use the Sound Recordings as allowed under a License. Moreover, you may not use or in other way exploit the Sound Recordings:
- for the purpose of creating a music listening experience, including, but not limited to, uses where complete or almost complete versions of Sound Recordings, on its own or as part of a compilation, are combined with accompanying visual/narrative elements that are of subordinate importance (such as still image(s), panning motions, or other limited animation/video/audio), unless explicitly allowed under a License.
- in any way to repackage Sound Recordings or upload/use them (in whole or in part) as for example audio samples, sound libraries, sound effects, music beds or upload them in any music recognition systems for any purpose, and/or in any way use distribute or otherwise exploit the Sound Recordings as your property; or
- in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons; pornographic; or in a manner or context that otherwise violates any rights of anyone associated with the Sound Recordings. Moreover, you may not use the Sound Recordings in connection with sensitive subjects without the prior written consent of SMOOVE ENTERTAINMENT. Sensitive subjects include, but are not limited to, political content, such as the promotion, advertisement or endorsement of any party, candidate, or elected official; and “adult videos” and promotion of adult entertainment venues, escort services, or the like.
Downloads. You agree to comply with, and not in any way circumvent, any download restrictions that we have imposed on the Site, your account and/or your relevant License. We reserve the right to impose and/or change such limitations from time to time. You agree not to download Content through automatic means, or otherwise use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Site in a manner that sends more requests to Smoove Entertainment or its servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser. If we, in our sole discretion, assess that you are downloading Content in breach of any download restrictions or for purposes other than the intended use in a License (e.g., in cases of unusual download behaviors), we may block, suspend, or limit further downloads.
Use of computer resources. You agree that Smoove Entertainment has the right to the processor, bandwidth, and storage hardware on your device; however, only as reasonably necessary to provide the Site. If you are connected to the Internet in a foreign country the Site may still make use of the storage hardware, processor and bandwidth and your Internet connection or device. Therefore, extra charges from your Internet Service Provider ("ISP") may apply. Check with your ISP for further details. By using the Site, you agree to take responsibility for any additional roaming charges charged by your ISP, and you agree to indemnify Smoove Entertainment for any third party claims due to the extra charges from your ISP referable to you.
Intellectual Property Rights
No unauthorized use. You may not transfer, display, perform, make available or otherwise use the Content except as expressly permitted under these Terms and under a valid License.
No proprietary rights. All Content, as well as the Smoove Entertainment name and other trademarks, is the sole property of Smoove Entertainment or its licensors. You hereby acknowledge that you do not acquire any proprietary rights under these Terms or a License, and that Smoove Entertainment does under no circumstances transfer any right, title, or interest, in relation to the above, the Site or any Content. Except for the rights expressly granted to you under a License, all such rights, title and interest are reserved and retained by SMOOVE ENTERTAINMENT.
Feedback. If you provide us with any suggestions or other feedback about the Site, you agree that we may use such at our discretion, and without any restriction or obligation to you.
Fees and payments
Fees and renewals. Within the Site, certain features and Licenses may require payment and some are only offered on a recurring paid subscription basis (each a “Paid Subscription”). You agree to pay, and you hereby authorize us to charge you, whatever fees, and other charges applicable to your subscription to or purchase of a paid License, feature, or other service (collectively, the "Fees"). If you have signed up for a Paid Subscription, you will be charged, and agree to pay, the at each time applicable subscription Fee at the beginning of each relevant subscription period, as designated by you when purchasing a Paid Subscription, (each such period a "Subscription Period"). All Fees are non-refundable except as explicitly provided in these Terms.
Payment methods and processing. Payments may be processed through third-party payment methods which we make available or via a third-party app distribution platform or marketplace, as applicable. You must provide accurate billing information, and promptly update any changes to it (such as card numbers and expiry dates). If you are paying via credit or with debit card, you warrant that you are the authorized user of the card, and you authorize Smoove Entertainment and any third-party payment processor to collect payment from you, on a recurring basis if applicable, and to take all other necessary billing actions.
Taxes. The tax treatment applied on each invoice will be based on the information provided by you. If you provide an invalid VAT/GST registration number or you do not make your purchase as a business as instructed by SMOOVE ENTERTAINMENT, Smoove Entertainment will treat the transaction as a business-to-customers (Boc) transaction, where applicable taxes may apply. If you subsequently correct such information, Smoove Entertainment reserves the right not to issue a credit note and a new invoice, and instead correct this on subsequent invoices.
Price changes. We may from time to time make changes to Fees and will communicate any changes applicable to you in advance. Price changes to subscription Fees will take effect no earlier than at the start of your Subscription Period following the date of the change. If you do not accept the price change, you may cancel your Paid Subscription at any time prior to such price change, effective upon the expiry of the then-current Subscription Period.
Trials. We, or others on our behalf, may offer discount codes or free trial periods for access to a Paid Subscription or other paid License (a “Trial”). By acquiring a License via a Trial, you must agree to any separate additional terms and conditions presented to you in connection to such offering. If you have been offered a Trial, we reserve the right, in our sole discretion, to determine your eligibility for a Trial, and if you’re determined not to be eligible, not allow you to use the Trial or modify the Trial at any time with prior written notice. For some Trials, we require you to provide payment details to start the Trial. At the end of such Trial, and if you have not canceled the Trial prior to expiry, Smoove Entertainment will automatically start to charge for such provided License.
Term, renewals, and termination
Term. These Terms will continue to be in force if you use the Site, including without limitation for as long as you have an account on the Site, and until terminated by you or us in accordance with the provisions herein.
Termination by you. If you have an active Paid Subscription, you may cancel such subscription with effect at the end of the then-current Subscription Period. Please note that a cancellation of a Paid Subscription does not automatically terminate your account or these Terms, meaning that you will still have access to such features of the Site as may be made available to you for free from time to time. You may terminate these Terms and your account at any time, via the functionality offered in your account or by contacting our customer support, but please note that we will not refund any Fees in relation to any Paid Subscription that you may have at such time.
Termination by us. We reserve the right to terminate your account, these Terms, your License and/or any Paid Subscription, and to suspend your access to the Site, partially or completely (I) at any time in the event of your actual or reasonably suspected unauthorized use of Content or non-compliance with the provisions set forth in these Terms or a License and (ii) with two weeks’ notice for convenience, at our sole discretion, for example if we are discontinuing any part of the Site, a License or Paid Subscription. We further reserve the right to terminate any non-paid Site feature or License at any time without notice if we discontinue such offering in the country where you reside. If you have prepaid fees directly to us for a Paid Subscription that we have permanently discontinued with effect prior to the end of your Subscription Period, we will refund you the prepaid fees pro rata for the remaining part of the Subscription Period after the effective date of such discontinuation, if you have provided us and kept up-to-date accurate account and billing information.
Consequences of termination. If these Terms and/or your account are terminated for any reason or if you violate any of the provisions in these Terms or any thereto related documents, your right to use the Site and access Content will immediately terminate and you shall destroy or remove from any storage, all copies of the Content. You agree that we are not required to retain any account information. To the fullest extent permitted under applicable law and except as otherwise stated herein, you agree that we will have no liability or responsibility to you and that we will not refund any Fees that you have already paid, if you terminate these Terms or a Paid Subscription, or if we terminate these Terms or a Paid Subscription or suspend your access to the Site in accordance with the provisions herein.
Withdrawal right. If you reside in a country which is part of the European Union and have purchased a Paid Subscription, you have the right to withdraw from the Subscription, by completing the withdrawal form found and sending it through this and receive a full refund within fourteen (14) days of purchase (the "Cooling-off Period"). This withdrawal right does not apply (I) if you have downloaded any Sound Recordings or otherwise used Sound Recordings in a production (meaning that you have started to consume the Paid Subscription), or (ii) if you have signed up for a Trial in which case you agree that the withdrawal right for the Paid Subscription for which you are receiving a Trial ends fourteen (14) days after you start the Trial.
Privacy
We process personal data about you and your use of the Site in accordance with our Privacy Policy as applicable from time to time.
You may separately have accepted to be exposed to commercial messages, newsletters and advertisements sent by Smoove Entertainment when using the Site. If you do not want to be notified about these offers or news you may always opt-out from such information by following the instructions in each notification which you receive.
Disclaimer and service level
DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SMOOVE ENTERTAINMENTDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO AS REGARDS TO (A) THE MERCHANTABILITY OR FITNESS FOR PURPOSE, (B) NON-INFRINGEMENT, (C) AVAILABILITY, QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR CONTENT PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIMITATIONS ON USER ACCESS TO OR USE OF CONTENT, AND (D) THE PERFORMANCE OF COMPUTERS, TECHNOLOGY AND/OR NETWORKS. YOU ALSO ACKNOWLEDGE THAT FREEDOM FROM PROGRAM ERRORS CANNOT BE OBTAINED IN THE SOFTWARE INDUSTRY. NEITHER SMOOVE ENTERTAINMENTNOR ANY OTHER OWNER OF CONTENT WARRANTS THAT THE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. Smoove Entertainment reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, functions and features of the Site with or without notice, and Smoove Entertainment shall have no liability to you if Smoove Entertainment exercises such rights.
Limitation of liability
SOLE REMEDY. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITE, CONTENT OR LICENSE, IS TO UNINSTALL ANY SOFTWARE OR APPLICATION AND TO STOP USING THE SITE. WHILE SMOOVE ENTERTAINMENTACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO SMOOVE ENTERTAINMENT, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
LIMITATION OF LIABILITY. Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party because of the breaching party’s breach and/or failure to perform its obligations under the Agreement. EXCEPT AS NOTED BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, DAMAGES AS A CONSEQUENCE OF SHUTDOWN, AND LOSS OF OR EFFECT ON DATA. IN NO CASE WILL SMOOVE ENTERTAINMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN THE HIGHER OF (A) USD ONE HUNDRED ($100) AND (B) ALL FEES RECEIVED BY SMOOVE ENTERTAINMENTFROM YOU UNDER THESE TERMS, INCLUDING ANY LICENSES, DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME SUCH DAMAGE AROSE. These Terms do not limit either party’s liability for fraud, fraudulent misrepresentation, death, or personal injury to the extent that applicable law would prohibit such a limitation. These terms do further not limit SMOOVE ENTERTAINMENT’s liability for any other liability that, by applicable law, may not be limited or excluded.
Withdrawal. In the unlikely event that any Sound Recording(s) may be subject to a claim of infringement of a third party's right for which we may be liable, we may require you to, at your own expense, stop any use of such Sound Recording(s) and ensure that others on your behalf do the same. Subject to your compliance with the relevant License and these Terms, we will in such case provide you with replacement Sound Recording(s) (determined by us) free of charge.
Indemnification
Indemnification by you. Upon request by SMOOVE ENTERTAINMENT, you agree to indemnify, defend, and hold Smoove Entertainment harmless (including, but not limited to, affiliated companies and their contractors, officers, directors, and employees) from all claims, liabilities, and expenses (including reasonable attorney's fees) that arise from your misuse of the Site and/or Content in a manner not in strict compliance with these Terms. Furthermore, Smoove Entertainment reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you accept to cooperate with Smoove Entertainment in asserting any available defenses.
Third party applications and terms
Third party terms. The Site is integrated with third party applications, websites, and other services to make the Site and Content available to you as a user. These third-party applications may have their own terms and conditions of use, and your use of these third-party applications may therefore be subject to the applicable terms and conditions for such third-party providers. Smoove Entertainments not responsible or liable for behavior, content, or features of any third-party application. If you are downloading a mobile software application from a third-party app distribution platform or marketplace, please be aware that such distribution platform or marketplace may have additional terms which also govern your use of the Site.
APIs and third-party apps. If you connect your account to a third-party application, we may automatically share your activity and activity-related stories with that service, including the content you consume. You understand and agree that such information may be attributed to your account on the third-party application and may be published on such service. You understand and agree that a third-party application’s use of information collected from you (or as authorized by you) is governed by the third-party application’s privacy policies and your settings on the relevant service, and our use of such information is governed by our privacy policy and your account settings. Without limiting the generality of the foregoing, SMOOVE ENTERTAINMENT’s API Client uses YouTube API Services. If you are using our service on YouTube, you hereby certify that you have read and agree to YouTube’s General Terms of Service and Google’s Privacy Policy.
General legal terms
Mandatory rights and severability. If you are a consumer (as defined in the law of your jurisdiction), these Terms are not intended to, and shall not, exclude or limit any mandatory rights you may have under the consumer laws of your jurisdiction. If one or more of the provisions contained in these Terms are found to be invalid, illegal, or unenforceable in any respect under applicable mandatory law, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.
Exclusions. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out because of your use of the services offered hereunder.
Export control and sanctions. You acknowledge that software related to or made available by the services offered hereunder may be subject to export controls, and you warrant to comply with any applicable export control and sanctions laws. You warrant that you will not use or access the software, or the services offered hereunder in a comprehensively sanctioned or embargoed country or region. You further warrant that you are not, nor directly or indirectly owned 50% or more by, and that you will not make available the software of the services offered hereunder to, any person or entity on any list of prohibited parties or subject to sanctions imposed by the UN, EU, U.S., or other countries.
Assignment. You may not wholly or partially assign or pledge any of your rights and/or obligations under these Terms without SMOOVE ENTERTAINMENT's prior written consent. Smoove Entertainment may transfer these Terms and/or wholly or partially assign or pledge any of its rights and/or obligations under these Terms to any third party provided that such third party agrees to be bound to these Terms.
Amendments. Smoove Entertainment reserves the right, at its full discretion, to modify these Terms at any time. Such modification enters into force when published on https://www.epidemicsound.com or communicated to you in any other appropriate manner. Your continued use of the Site after such modification is valid as consent thereto. Do check the website regularly to verify whether these Terms or other documents referred to herein have been modified. If you do not accept to abide by these Terms (or cannot comply with them) you may not use the Site or access any Content.
No Waiver. A failure of either party hereto to insist upon the strict adherence to any provision in these Terms on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that party of the right to insist upon the strict adherence to that term or any other provision of these Terms.
Applicable law. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its principles of conflicts of law.
Dispute resolution. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by a public court with the Stockholm district court as the court of first instance. In the event of unauthorized access to or use of the Site or Content in violation of these Terms or a License, you acknowledge and agree that we are entitled to commence any action or proceeding for injunctive or other relief in any court having jurisdiction without notice.
