Effective Date: January 1, 2023These Terms of Service (“Terms of Service” or “Terms”) and our Privacy Policy (our, “Privacy Policy (collectively, the “Agreement”)) govern your access and use of the websites spiritmusicgroup.com and spiritmusicnashville.com (collectively, the “Site”). The Site is owned and operated by Lyric Copyright Services LP (“Lyric,” “we,” “us,” or “our”).

THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS AND INCLUDE AN AGREEMENT TO ARBITRATE, A JURY TRIAL WAIVER AND CLASS ACTION WAIVER. By using the Site or accepting these Terms, you accept and agree to be bound and abide by these Terms and our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, please do not use the Site.

We reserve the right to modify, amend, or change the Terms at any time. Notice of any material change will be posted on this page with an updated date.  You are responsible for regularly checking this page for notice of any changes.  Your continued use of the Site constitutes your acceptance of any change, and you will be legally bound by the updated Terms. If you do not accept a change to these Terms, you should stop using the Site immediately.

1. ELIGIBILITY 

To use the Site, you represent and warrant that you are at least 18 years of age.  You may not use the Site for any illegal or unauthorized purpose nor may you, in the use of the Site, violate any laws or any person or entity’s rights (including but not limited to copyright laws and rights of publicity). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

2. PRIVACY

Our Privacy Policy explains what information may be collected through the Site, how that information may be used and/or shared with others and how we safeguard that information.

3. INTELLECTUAL PROPERTY

The Site is owned and operated by Lyric. By using the Site, you agree that all content, trademarks, and other proprietary materials and/or information on the Site, including, without limitation, Lyric’s logos, visual interfaces, graphics, design, specifications, compilation, information, software, computer code (including source code or object code), services, text, pictures, photos, video, graphics, music, information, data, sound files, other files and the selection and arrangement thereof and all other materials (collectively, the “Lyric Content”) are protected by copyright, trademark, patent, trade secret, and other laws, and, as between you and Lyric (and/or third-party licensors), Lyric owns and retains all rights, title, and interest in the Lyric Content and the Site.

All trademarks, logos, and service marks (collectively, the “Lyric Marks”) are the exclusive property of Lyric (and/or third-party licensors) or other third parties.  Nothing in these Terms grants you a license to use any of the Lyric Marks or any of the Lyric trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

Unless otherwise expressly stated in writing by us, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the  for your own personal use only, provided that, you acknowledge and agree that you do not acquire any ownership rights in or to the Site and/or the Lyric Content or any Lyric Marks by accessing or otherwise using the Site.  The license granted to you herein may be terminated by Lyric at any time, in its sole discretion.  All rights not expressly granted in this Agreement are hereby expressly reserved by Lyric.

You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Lyric Content. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Lyric Content displayed on the Site, and you will not reproduce, modify, adapt, prepare derivative works from, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit any of the Lyric Content without the written permission of Lyric.

4. USER CODE OF CONDUCT

When you use the Site, you acknowledge and agree that:

  • You will abide by these Terms.
  • You are solely responsible for your interaction with the Site.
  • You are solely responsible for obtaining and maintaining all telephone, computer hardware, software, accessories, and other equipment needed for you to access and to use the Site.
  • You will not impersonate any person or entity; falsely claim an affiliation with any person or entity; forge another person’s digital signature; misrepresent the source, identity, or content of information transmitted via the Site; or perform any other similar fraudulent activity.
  • You will not use the Site for any harmful, illegal, nefarious, or untoward purpose.
  • You will not use or attempt to use any cheats, bots, automation software, hacks, or any third-party software designed to interfere with the Site.
  • You must not stream, broadcast or post or otherwise use information via the Site that may lead to violations of data privacy laws or other harmful violations of personal identity or privacy.
  • You will not interfere or disrupt the Site or its servers or networks connected to the Site including by transmitting any worms, viruses, spyware, malware, malicious code, or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with how any Lyric page is rendered or displayed in a browser or on a device.
  • You will not crawl, scrape, cache, or otherwise access any content or information on the Site via automated means.
  • Should you use any automatic, macro, program, or similar method, or otherwise commit fraud with regard to the Site, Lyric reserves the right to pursue legal action against you.
  • You will not use the Site for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy.

We reserve the right to refuse access to the Site to you, for any reason at any time, at our sole discretion.

5. GEOGRAPHIC RESTRICTIONS

Spirit makes no claims that the Site or any of the Lyric Content is accessible, downloadable or appropriate in all jurisdictions.  Access to the Site and the Lyric Content may not be legal by certain persons or in certain countries.  If you access the Site or the Lyric Content, you represent and warrant that you are not a citizen or resident of any such jurisdiction, not will you use the Site or the Lyric Content while located or residing in any such jurisdiction.

6. DISCLAIMER OF WARRANTIES

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  YOUR USE OF THE SITE IS AT YOUR OWN RISK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LYRIC AND ITS SUBSIDIARIES, AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, AND LICENSEES (THE “LYRIC PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.

THE LYRIC PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE SITE WILL MEET YOUR REQUIREMENTS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION  OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS WILL BE CORRECTED.

THE LYRIC PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND BASED UPON OR RESULTING FROM THE SITE.

7. LIMITATION OF LIABILITY AND WAIVER

UNDER NO CIRCUMSTANCES WILL THE LYRIC PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SITE; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE LYRIC PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE SITE’S OPERATION; OR (F) ANY DAMAGE TO ANY OTHER USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FORESEEABLE OR EVEN IF THE LYRIC PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL THE LYRIC PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  NOTWITHSTANDING THE FOREGOING, IF THE LYRIC PARTIES ARE FOUND LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF THE SITE, IN NO EVENT WILL THE LYRIC PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED FIVE HUNDRED UNITED STATES DOLLARS ($500.00).

LYRIC IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE LYRIC PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

 

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8. INDEMNIFICATION

You agree to defend, indemnify and hold the Lyric Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected to your use or misuse of the Site or with any of the following (including as a result of your direct activities on the Site or those conducted on your behalf): (a) your breach or alleged breach of these Terms of Service; (b) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) any misrepresentation made by you; or (e) your breach or alleged breach of the representation and warranties set forth in these Terms of Service. Lyric reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Lyric.

9. ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER

Arbitration Agreement.  If you pursue a legal claim against Lyric, you agree to arbitration (with limited exceptions and except where prohibited by law):

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or our Services shall be binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, except as modified by these Arbitration Procedures.

The one exception is that either party has the right to bring an individual claim against the other in a small-claims court of competent jurisdiction, or, if filed in arbitration, the responding party may request that the dispute proceed in small claims court if the party’s claim is within the jurisdiction of the small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed, and if requested after the appointment of the arbitrator, the arbitrator shall determine if the dispute should be decided in arbitration or if the arbitration should be administratively closed and decided in small claims court.

Right to Opt-out of Arbitration.  Arbitration is not a mandatory condition of your contractual relationship with us. If you do not want to be subject to this arbitration provision, you may opt out of this arbitration provision by providing us with written notice (“Arbitration Opt-out Notice”) by email at notices@spiritmusicgroup.com or by regular mail to Lyric Copyright Services LP, 235 w. 23rd Street, 5th Floor, New York, NY 10011, within thirty (30) calendar days following the date you first accept these Terms of Use or first use our Site. If you do not provide us with an Arbitration Opt-out Notice within the aforementioned thirty (30) calendar day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute except as expressly set forth above. If you timely provide us with an Arbitration Opt-out Notice, the exclusive jurisdiction and venue for any disputes (except small-claims court actions) will be the appropriate state and federal courts located in the State of New York, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Arbitration Agreement on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the State of New York. All other claims will be arbitrated. This “Arbitration Agreement, Class Action Waiver, Jury Trial Waiver” section will survive any termination of these Terms of Use.

Arbitration Process.   Your rights will be determined by a neutral arbitrator, not a judge or jury, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can and decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Lyric (except for small-claims court actions) may be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

CLASS ACTION WAIVER. WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you.

JURY TRIAL WAIVER. IF A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

10. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible if information made available on the Site is not accurate, complete or current. The material on the Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.  Any reliance on the material on this site is at your own risk.  The Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

11. LINKS TO OTHER WEBSITES

The Site may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Site, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Lyric, and may be “open” applications for which no recourse is possible. Lyric is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Lyric provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

12. NOTICE

All notices to Lyric shall be in writing to either the mailing or e-mail address listed below and will be deemed given on the date received.

Lyric Copyright Services LP

235 W. 23rd Street, 5th Floor

New York, NY 10011

notices@spiritmusicgroup.com

13. GENERAL PROVISIONS

Governing Law & Venue.  These Terms of Service are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Notwithstanding the foregoing, the Arbitration Agreement in Section 9 above shall be governed by the Federal Arbitration Act.  All claims arising out of or relating to this Agreement, to the Site, or to your relationship with Lyric that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of New York County, New York. You and Lyric consent to the exercise of personal jurisdiction of courts in the State of New York and waive any claim that such courts constitute an inconvenient forum.

Additional Terms.  Additional terms and conditions may apply to specific features or your use of certain portions of the Site. These additional terms also are legally binding.

No Waiver.  Any waiver of any provision of this Agreement will be effective only if in writing and signed by or on behalf of Lyric. No failure or delay by Lyric in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.  This provision will survive the termination of any and all of your interactions with Lyric.

Severability.  Unless otherwise expressly provided herein, the invalidity or enforceability of any provision of these Terms will not affect the validity or enforcement of any other provision, all of which remain in full force and effect.

Headings.  The headings in these Terms are for convenience only and have no legal or contractual effect.

Assignment.  Lyric may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.

Entire Agreement.  This Agreement (which includes these Terms of Service, our Privacy Policy and any other Lyric terms that govern your use of Site), constitutes the entire agreement between you and Lyric.

14. CHANGES

We may revise and update these Terms and any portion of the Site from time to time, in our sole discretion.  Notice of any material change will be posted on this page with an updated effective date.  All changes are effective immediately upon posting by us and such changes shall apply to all access to and use of the Site thereafter; provided, however, that any changes to the dispute resolution provisions set out in Governing Law & Venue will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Site.

Your continued use of the Site following the posting of revised Terms means that you accept and agree to such changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

CONTACT US

If you have any questions or concerns, please contact us at notices@spiritmusicgroup.com or Lyric Copyright Services, LP, 235 W. 23rd Street, 5th Floor, New York, NY 10011.

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