Placement Pad provides Placement Pad's website (“the Site”), currently located at www.placementpad.com, and offerings (“Services”) subject to these conditions. By accessing or using the Site and Services, you agree to be bound by these Terms and Conditions (“TAC”). If you are a representative for a group, company, or entity, you represent that you have the legal authority to bind such individual or entity and you guarantee compliance by such individual or entity with these conditions.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SITE OR SERVICES.

1.   USE OF SITE AND PLACEMENT PAD SERVICES:

(A.) Eligibility. 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.

(B.) Site Content Ownership. All materials and content on the Site and Services, including User Content (defined in Section 1(e) below), (collectively, the “Site Content”) are the proprietary property of us or our licensors (including other users of the Site), including respective copyrights, logos, slogans, trademarks, and service marks. As between you and us, you shall retain all rights in your User Content subject to the licenses granted in these Terms and Conditions.

(C.) Your License to Use the Site and Placement Pad Services.

i.    Placement Pad and its licensors solely and exclusively owns all intellectual property and other right, title and interest in and to the Site and Services, except as expressly provided for in these TAC. You will not acquire any right, title or interest therein under these TAC or otherwise.

ii.    Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Placement Pad Services and access and interact with Site Content. This license does not include the right to collect or use information contained on the Site for purposes prohibited by Placement Pad; create derivative works based on the Products or any third-party content available via the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this TAC, Placement Pad may revoke the license granted to you.

(D.) Third-Party Services. Placement Pad may use third parties to provide certain services accessible through the Site. Placement Pad does not control those third parties or their services, and you agree that Placement Pad will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TAC when you use these services. If any such terms or policies conflict with Placement Pad's TAC, agreements or policies, you must comply with Placement Pad’s TAC, agreements or policies, as applicable.

In the event any specific terms and conditions applicable to any particular Service conflict with these General Terms and Conditions, the specific terms and conditions shall apply.

2.   RULES FOR USE OF THE SITE:

(A.)  Prohibited Use. Except as may be expressly permitted by Placement Pad, you may not: (i) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Site, Placement Pad Services; (ii) impersonate another person or entity; (iii) use any meta tags, search terms, key terms, or the like that contain Placement Pad’s name or trademarks; or (iv) engage in any activity that interferes with another user’s ability to use or enjoy the Site and Placement Pad Services.

(B.)  Privacy Policy. By entering into these TAC, you agree to Placement Pad’s collection, use and disclosure of your personal information in accordance with the Placement Pad Privacy Policy.

(C.) Monitoring. Placement Pad reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If Placement Pad determines that you or another Placement Pad user will breach a term or condition of these TAC or that such transaction or communication is inappropriate, Placement Pad may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

(D.) Modification. Placement Pad reserves the right at any time to modify, discontinue or terminate Services, or modify these TAC, without notice.

3.   PAYMENTS:

(A.) Service Fees. For use of certain offerings, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such offerings in accordance with the terms thereof. Fees vary by offering. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue providing offerings and services to you.

4.   REPRESENTATIONS AND WARRANTIES:

By submitting User Content to the Site or in connection with any offering, you acknowledge, represent, and warrant to Placement Pad that, in your use of the Site and Placement Pad Services:

i.    you own or control all necessary rights in and to the User Content, and you have the full right and authority to grant the rights, licenses, and permissions in these Terms and Conditions;

ii.    the exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;

iii.    you will comply with all applicable laws, rules, and regulations

iv.    your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

5.   SUBMISSIONS:

(A.) Marketing and Promotional Use.

When you submit metadata, questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information (“Submissions”), you grant Placement Pad permission to use such submissions for marketing and other promotional purposes. You agree that Placement Pad will have no obligation to keep any Submissions confidential and you will not bring a claim against Placement Pad based on “moral rights” or the like arising from Placement Pad's use of a Submission.

6.   DISCLAIMERS, LIMITATIONS & EXCLUSIONS:

(A.) Disclaimer of Warranties. Placement Pad provides the site and offerings on an “AS IS” and “AS AVAILABLE” basis. Placement Pad does not represent or warrant that the Site, Placement Pad Services or its use: (i) will be free of inaccuracies or errors, (ii) will meet your requirements or standards. Placement Pad makes no warranties other than those made expressly in these TAC, and hereby disclaims any and all implied warranties, including without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement.

(B.) Limitation of Liability. Notwithstanding anything to the contrary contained herein, in no event will the liability of either party in connection with these TAC exceed the greater of (i) the amount paid or payable by Placement Pad to you during the six months immediately preceding the event that gives rise to such liability or (ii) $100. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THESE TERMS AND CONDITIONS.

(C.) EXCLUSION OF DAMAGES. Placement Pad will not be liable to you or any third party for any consequential, incidental, indirect, punitive or special damages (including damages for any lost profits) arising out of, relating to or connected with the use of the Site or Services.

7.   TERMINATION:

(A.) Termination. The agreement continues until terminated by either you or SongCove. If you terminate your agreement then we will remove your product items from our service within 31 days and take your store down.

(B.) Survival. These TAC will survive indefinitely unless and until Placement Pad chooses to terminate them.

(C.) Effect of Termination. If you or SongCove terminates your use of the Site or Placement Pad Services, Placement Pad may delete any Submissions, information, or other data from the Site or Placement Pad Services at any time, and we have no obligation to maintain copies of any deleted information.

8.   INDEMNIFICATION:

You hereby agree to fully indemnify, hold harmless and defend Placement Pad, its agents, officers and employees, against any and all claims or suits arising from, or alleging, a breach by Client of any of the representations, warranties or covenants made by Client herein, including intellectual property rights. Placement Pad will promptly notify you of any such claim or suit. If you have to indemnify Placement Pad under this Section, Placement Pad will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without SongCove’s express written permission.

9.   AMENDMENT:

Placement Pad may amend this agreement from at any time. Placement Pad will inform Client via a notice by email in such a case. In the event that you do not consent to the applicable amendments, your recourse will be to provide cancellation correspondence to Placement Pad by the method articulated in item 6. If you do not provide cancellation notice you will be deemed to have accepted the applicable amendments.

10. CONFIDENTIALITY:

You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.

11. GOVERNING LAW:

These Terms and Conditions shall be governed by California law will and all questions pertaining to its validity and construction will be determined in accordance with the laws of the State of California. The fulfillment of Client’s obligations is integral to the success of SongCove’s business dealings, and SongCove will be entitled to injunctive relief to enforce the provisions. Injunctive relief will not, however, be SongCove’s exclusive remedy in the event of such breach.

12. MISCELLANEOUS:

If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms of Conditions shall continue in full force and effect. Nothing in these Terms of Conditions shall be deemed to confer any third-party rights or benefits. These Terms of Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms of Conditions shall not constitute a waiver of such right or provision. These Terms of Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.

For questions or comments regarding these Terms and Conditions or this Site, please contact us by email at hello@placementpad.com

Updated 1/20/2024