Supermassiv is in a pre-launch “beta stage” and is being made available to you on a confidential basis, only for testing and feedback purposes. You understand that beta stage products may not perform as expected and may be subject to change, outages and takedown. You agree that your use of the site and service during the beta stage is totally at your own risk.
Supermassive is owned and operated by Juicebox Technologies Inc. d/b/a Supermassiv (“we”, “us” or the “Company”) These are the terms that govern any use of our site (the “Site”), our mobile applications and our service (together with the Site, the “Service”), whether by artists providing music and related content (“Arists”) or by end user fans who want to listen, watch and download (“Users”).
Below are a few key highlights for each group - but please do read all of the terms because they are legally binding!
The Site and Services are intended for use by persons 18 years of age or older. The Site and Services are not intended for children under the age of 13. Children under the age 18 but at least 13 years of age may use the Site and Services only with the verifiable consent of a parent or legal guardian who has agreed to be bound by these Terms and Conditions. Guardians, please be aware that certain content presented within the Site and Service may be inappropriate for minors and any asset denoted with an “e” or “explicit” has been labeled as such by the Artist.
For Record Labels and Other Artist Representatives.
Additionally, you shall not:
You further agree not to (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this provision, including, without limitation, terminating your account and/or reporting such activity or Content to law enforcement authorities.
As a condition to using certain features of the Service (including, without limitation, the free download feature, or making a purchase from Company or an Artist), you may be required to provide certain personal information to Company or relevant Artists, such as your, name, location, profile image, and goods you’ve purchased from them ("Fan Information").
You may register with the Company as a fan and create a user account (“Fan Account”), which will allow you to access certain features of the Service that are only available through Fan Accounts, such as a “wallet” to access purchased content, a list of favorites, playlists and queues, and the ability to follow Artists. Following an Artist or purchasing a subscription to an Artist (an “Artist Subscription”) gives that Artist access to your email address, as does making a purchase from an Artist while logged in to your Fan Account. Artist’s may receive such Fan Information after a follow or purchase by the Fan, the Company requires each Artist to agree to the terms set forth in the next section of this Agreement. However, you acknowledge that Company has no control over the use of the Fan Information by the Artists, and you further acknowledge and agree that Supermassiv shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Artists’ use of such Fan Information.
Supermassiv facilitates payments for purchases of Content including digital Content made available via download and streaming through the Service (“Digital Content”) and physical merchandise (“Merchandise”). Each such purchase is a “Transaction,” each Transaction involving Digital Content is a “Digital Transaction,”, and each Transaction involving Merchandise is a “Merchandise Transaction.”
Fees and Payments – For Fans.
You may purchase products and/or services from an Artist through the Site, including, without limitation, purchases of Content including Digital Content, Merchandise,.
All inquiries regarding Merchandise Transactions will be directed to the relevant Artist. Company is not responsible for refunds for Merchandise, except as provided in this Agreement.
All sales of Digital Content are final (except where prohibited by law), unless otherwise determined by Supermassiv. If you do not receive the Digital Content or otherwise have an issue with the Digital Content delivered, please contact Supermassiv with your request and proof of payment, and we will notify the relevant Artist and work with them to resolve your issue. At Supermassiv’s sole discretion, you may be credited or refunded for the Digital Content. However, you understand and agree that Supermassiv is a platform that Artists use to sell their products, and the Digital Content is derived from files provided by the relevant Artist, and the relevant Artist is solely responsible for such files.
Your total price for Digital Content will include the price of the product plus any applicable sales tax; such sales tax is based on your location and the sales tax rate in effect at the time you purchase the product. We will charge tax only in states or countries where digital goods are taxable.
Content you purchase in a Transaction cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Service and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such Content. This means that you may lose access to purchased Content previously available to you through the Service.
If we are required by law to deny access through the Service to previously purchased Content, including by removing access to Content from a user’s personal collection through any mobile application, then Company and Artists will not provide the user who purchased that Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Content purchased through the Service.
As an Artist (or as an Artist Representative), you will be able to provide Service functionality to set the prices for your products and services that are charged through Transactions (the “Prices”) through the Site. Depending upon the product, the Service functionality may allow you to set a specific price, select from among a pre-set tier of prices and/or include your products as part of a broader Service subscription. In all cases, weNotwithstanding the preceding sentence, Supermassiv may redistribute previously purchased copies of your products to users who have, in our Supermassiv’s sole determination, received a corrupted copy of your product, an incorrect file format version of your product, an incomplete copy of your product, or suffered a loss of your product through hard drive failure, damage, theft or destruction, on a no-fee basis to the user (i.e., the user is not charged a new fee for the redistribution). Such redistribution may be effectuated by allowing a user to access a replacement copy themselves. A user that has a Fan Account will also be permitted access any previously purchased Content from an Artist. In the event of any of the foregoing redistributions, no additional payments shall be made to you for such redistributions.
Company shall be entitled to a share of the revenue you receive from Transactions (the “Revenue Share”), which shall be calculated on your gross revenue from Transactions, not including any Transactions for which you or we provide a refund, in accordance with the rate schedule set forth. You shall be solely responsible and liable for, and Company shall have no responsibility or liability for, any Stripe fees (except for fees charged on Company’s Stripe account), credit card transaction fees (together, “Fees”), bad debts (such as credit card returns or fraud), disputed payments, and refunds, except as provided in this Agreement.
SupermassivSupermassiv may withhold any taxes, duties, charges or levies on payments by SupermassivSupermassiv to you pursuant to this Agreement as may be required by applicable law, rule or regulation. Supermassiv shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority.
For Merchandise Transactions payments received from users for Merchandise shall be directed to you less any fees to produce the goods or fulfill shipping, unless there is an outstanding Revenue Share owed to Company in which case such payments may be directed to Company in accordance with Company’s standard policies. Supermassiv may retain funds otherwise payable to you if Supermassiv is required or chooses to provide a refund on your behalf.
When you receive a payment for Digital Content, you are liable to Company for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fees if there is a chargeback, a dispute, or if there is a reversal of the payment. You agree to allow Supermassiv to recover any amounts due to Supermassiv by debiting your account or withholding any Artist Payout or Subscription Fee. If there are insufficient funds to cover your liability, you agree to reimburse Supermassiv through other means.
Company retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site. Company may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.
The Service may permit you to link to other websites, applications or resources on the Internet, and other websites, applications or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
For End Users.
Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides Artists with the ability to upload Digital Content owned or controlled by such Artists to the Site, including but not limited to sound recordings (“Sound Recordings”), videos including videos synchronized with Sound Recordings and other audiovisual works (collectively, “Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and, collectively with Sound Recordings and Music Videos, the Artist’s “Music”). Company will not receive any ownership rights in any elements of an Artist’s Music. However, in order to provide the Service, each Artist grants the limited license rights set forth below to Company.ach Artist uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist’s Music and perform the Service on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Artist’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.
To enable Company to Exploit your Music pursuant to the above provisions, as an Artist you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights, as well as your name, likeness and images of You that you provide (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.
By uploading any Music or Artworks to the Site:
**If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
**The Service is provided "as is" and "as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.
**Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
**In no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
**Because Company is not the buyer or seller in any Merchandise Transaction, if a dispute arises between one or more participants in a Merchandise Transaction, then you release Company (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, then you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by Company.
Because Company is not the buyer or seller in any actual Merchandise Transaction between Artists and fans and is not the agent of either for any purpose, Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Merchandise Transaction. Artists are individually responsible for compliance with all consumer rights laws applicable to their Merchandise Transactions, including EU Consumer Rights Laws.
Company makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
YOU AND COMPANY AGREE THAT EACH 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, unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.