Terms & Conditions

1.      Introduction

Thanks for choosing Soundspal (“Soundspal”, “we”, “us”, “our”).

These terms and conditions apply to you, the user of this website (including any sub-domains, unless expressly excluded by their own terms and conditions) and the operator of the following website: www.soundspal.com  (the “Website”) with the following URL web address: https://www.soundspal.com/

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY as they affect your legal right.

By using the Soundspal service (“Soundspal Service” or “Service”), websites, or software applications (or together) including purchasing or receiving Codes or Limited Offers, you are entering into a binding contract with our local company in your country of residence.

Your agreement with us includes these Terms and Conditions of Use (“Terms”) and our Privacy Policy (together with the Mobile Terms where applicable, the “Agreements”).

2.      Definitions

Parties” means both You (the user of the service) and the Owner of the Service.

Content” means any content, writing, images, audiovisual content or other information published on this Service.

Materials” means any materials, information or documentation that we may provide to You in connection with Your use of the products including documentation, data, information developed for any use and other materials which may assist in Your use of this Service.

Terms” means these terms and conditions.

Service” means the website including all pages, sub pages, all blogs, forums and other connected internet content whatsoever.

Products” means the goods and products both tangible and intangible offered on the website.

3.      About this website

The website is an online store that engages in the sale of the following products:

a.       Songs / musicals of Grafton Artists (both audio and video)

b.       Songs /musical of  other artists (both audio and video)

The website is comprised of various web pages operated by Grafton Entertainment (Graftons Records) and SoundsPal. This service is offered to You, upon Your acceptance of the terms, conditions, notices hereinafter contained. Your use of this Service constitutes Your agreement to all the Terms contained herein.

4.      Conditions for use of the Soundspal Service

In order to use the Soundspal Service, you need to:

(a) be 18 or older, or be 13 or older and have your parent or guardian’s consent to these Terms,

(b) Have the power to enter a binding contract with us and are not barred from doing so under any applicable laws, and

(c) be resident in the Local Country. You also warrant that any registration information that you submit to Soundspal is true, accurate and complete, and you agree to keep it that way at all times.

 

5.      Changes to the Agreements

Occasionally we may make changes to the Soundspal Service and Agreements. We will notify you through the service of such changes if we consider them to be material.

Please note that the continuing use of the Service after those changes are made expresses and acknowledges your acceptance of the changes.

 

6.      Enjoying Soundspal

Here’s some information about all the ways you can enjoy Soundspal.

a.      Subscriptions

Soundspal account holders may access the Soundspal Service by any of our several Subscriptions:

Free Service: an ad-based, free-of-charge service;

Unlimited Service: a subscription fee-based service;

Premium Service: an ad-free, subscription fee-based service which enables you to listen to music while not connected to the internet, among other features; or

Mobile Service: via a supported mobile handset.

The Premium Service permits you to store cached content on up to three (3) personal computers, mobile handsets and/or other relevant devices (collectively “Devices”) while your Premium Service subscription is active. You may not transfer copies of cached content to any other device via any means. By using the Mobile Service, you agree to accept the Mobile Terms and to register for the Service as a mobile subscriber. The Premium Service and the Unlimited Service are hereinafter referred to as “Paid Subscriptions”.

 

b.      Codes and other Limited Offers

If you have purchased a code sold by or on behalf of Soundspal for access to the Unlimited Service or Premium Service for the time period indicated in your email, card or paper receipt (“Code”), or if you are accessing the service through some other limited offer which you received or purchased from Soundspal (“Limited Offer”), these Agreements apply to your access to the Service. Any separate set of terms and conditions presented to you along with the Code or other Limited Offer also apply to your access to the Service using the Code or Limited Offer.

Subject to any rights you may have under this agreement, Codes are only redeemable in the country where you purchased such Code, not redeemable for cash and may not be returned for a cash refund, exchanged, resold or used to purchase other Codes.

 

c.       Trials

From time to time, we may offer trials of the Premium Service and/or Mobile Service for a specified period without payment (a “Trial”). Soundspal reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability.

 

For some Trials, we’ll require you to provide your payment details to start the Trial. At the end of such Trials, we may automatically start to charge you for the Premium Service on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment details in conjunction with the Trial, you agree to this charge. If you do not want this charge, you must change your Subscription to the Free Service through your Soundspal account’s settings before the end of the Trial.

 

d.      Licence and assignment

The Soundspal Service and the content provided through it are the property of Soundspal or Soundspal's licensors, and we grant you a limited, non-exclusive, revocable licence to make personal, non-commercial use of the Soundspal Service and to receive the media content made available through the Soundspal Service in your Local Country, based on the Subscription or Trial you have selected (the “Licence”). This Licence shall remain in effect for such  a period determined by Soundspal , unless terminated by you or Soundspal.

 

The Soundspal software applications are licensed, not sold, to you, and Soundspal retains ownership of all copies of the Soundspal software applications even after installation on your Devices. Soundspal may assign these Agreements or any part of them without restrictions. You may not assign these Agreements or any part of them, nor transfer or sub-licence your rights under this Licence, to any third party.

All Soundspal trademarks, service marks, trade names, logos, domain names, and any other features of the Soundspal brand are the sole property of Soundspal. This Licence does not grant you any rights to use the Soundspal trademarks, service marks, trade names, logos, domain names, or any other features of the Soundspal brand, whether for commercial or non-commercial use.

You agree to abide by our User Guidelines and not to use the Soundspal Service (including but not limited to its content) in any manner not expressly permitted by the Terms.

Third-party software libraries included in the Soundspal Service are licensed to you either under these Terms or under the relevant third party software library’s licence terms as published in the help or settings section of our desktop and mobile application and on our website.

 

7.      Third-Party Applications

The Soundspal Service provides a platform for third-party applications, websites and services to make available products and services to you (“Third Party Applications”), and your use of these Third Party Applications is subject to their terms of use. You understand and agree that Soundspal is not responsible or liable for the behaviour, features, or content of any Third Party Application.

 

8.      User-generated content

Soundspal users may post, upload and/or contribute (“post”) content to the Service, including pictures, text and playlist compilations (“User Content”). You represent that you have the right to post any User Content which you post to the Service and that such User Content, or its use by us as contemplated by this Agreement, does not violate these Agreements, applicable law, or the intellectual property rights of others. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any User Content that you post on or in connection with Soundspal. This license lasts until you terminate your Soundspal account, except in the case of User Content that you have published, made public and/or share with others. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content that you post to the Soundspal Service, except that, where applicable under Local Country law, you agree to waive your right to be identified as the author of any User Content on the Soundspal Service and your right to object to derogatory treatment of such User Content.

 

Soundspal does not monitor, review, or edit User Content, but reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Soundspal’s sole discretion, violates these Agreements. Soundspal may take these actions without prior notification to you. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

Soundspal is not responsible for User Content nor does it endorse any opinion contained in User Content. If you believe that any User Content infringes your intellectual property rights, please click here, or if you believe that any User Content does not comply with the User Guidelines (Section 10 below) or that your rights under applicable law have been otherwise infringed by any User Content, please contact us at legal-feedback@soundspal.com.

 

9.      Consideration

In consideration for the rights granted to you under these Terms, you grant us the right

(a) to allow the Soundspal Service to use the processor, bandwidth and storage hardware on your Device in order to facilitate the operation of the Service,

(b) to provide advertising and other information to you, if you subscribe to the Free Service, and

(c) to allow our business partners to do the same.

You grant Soundspal a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use, reproduce, make available to the public, publish, translate and distribute any User Content that you post on or otherwise provide through the Service.

These Terms are not intended to grant rights to anyone except you and Soundspal, and in no event shall these Terms create any third party beneficiary rights. Any failure by Soundspal to enforce these Terms or any provision thereof shall not waive Soundspal’s right to do so.

 

10. User Guidelines

We’ve established a few ground rules for you to follow when using the Service, to make sure Soundspal stays enjoyable for everyone. Please follow these rules and encourage other users to do the same.

 

Soundspal respects intellectual property rights and expects you to do the same. This means, for example, that the following is not permitted:

(a) Copying, reproducing, “ripping”, recording, or making available to the public any part of the Soundspal Services or content delivered to you via the Soundspal Services, or otherwise anyone making use of the Soundspal Service which is not expressly permitted under these Terms;

(b) using the Soundspal service to import or copy any local files you do not have the legal right to import or copy in this way;

(c) reverse-engineering, decompiling, disassembling, modification or creating derivative works based on the Soundspal Services or any part thereof;

(d) circumventing any technology used by Soundspal, its licensors, or any third party to protect content accessible through the Service;

(e) renting or leasing of any part of the Services;

(f) circumventing of any territorial restrictions applied by Soundspal;

(g) artificially increasing play count or otherwise manipulating the Services by using a script or other automated process;

(h) removing or altering any copyright, trademark or other intellectual property notices contained on or provided through the Service;

(i) providing your password to any other person or using any other person’s user name and password.

 

Please respect Soundspal and other users of the Soundspal  Service. Don’t engage in any activity on the Service or upload User Content, including registering and/or using a username, which is or includes material that

(a) is offensive, abusive, defamatory, pornographic or obscene;

(b) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property rights, privacy rights or proprietary rights of Soundspal or a third party;

(c) includes personal data of third parties or is intended to solicit such personal data, (d) includes malicious content such as malware, trojan horses or viruses, or otherwise interferes with any user’s access to the Service;

(e) is intended or does harass or bully other users;

(f) impersonates or misrepresents your affiliation with another user, person or entity, or is otherwise fraudulent, false, deceptive, or misleading;

(g) uses automated means to artificially promote content;

(h) involves the transmission of unsolicited mass mailing (“spam”), junk mail, chain letter, or similar, including through the Soundspal inbox;

(i) involves commercial or sales activities, such as advertising, contests, sweepstakes, or pyramid schemes;

(j) promotes commercial products or services;

(k) interferes with the Soundspal Service, tampers with or attempts to probe, scan, or test for vulnerabilities in the Service or Soundspal's computer systems or network, or breaches any of Soundspal’s security or authentication measures, or

(l) conflicts with the Agreement, as determined by Soundspal. You agree that Soundspal may also reclaim your username for any reason.

 

Please be thoughtful about what you make public on Soundspal. The Soundspal Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about your public, as further described in your account settings. Remember that shared or publicly available information may be used and re-shared by other users on Soundspal or across the web, so please use Soundspal carefully and manage your account settings regularly. Soundspal has no responsibility for your choices to make any actions or material public on the Service.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.

 

11. Copyright infringement

Soundspal respects the rights of intellectual property owners. All rights reserved. No part of Soundspal may be copied, reproduced, ripped, recorded, re-engineered, decompiled, disassembled, modified reproduced, distributed, or transmitted in any form or by any means either electronic or mechanical methods, without the prior written permission of Soundspal. For permission requests, write to the Legal through legal-feedback@soundspal.com.

Soundspal, at its sole discretion, may disable and/or terminate use of the Services by users who infringe the intellectual property rights of others. Our procedure for addressing allegations of copyright infringement may include but are not limited to:

(a) immediately removing the subject of such infringement claim (service and user content inclusive).

(b)We may attempt to contact the provider of the removed content to notify them of the removal and possibly request a counter position at our sole discretion.

(c) We will terminate the accounts of any user and/or block present and future access to the Services of Users that repeatedly infringe the copyrights of others.

If at any time you believe that your work has been copied in a way that constitutes a copyright breach or infringement, or that your rights (intellectual property and/or privacy rights) have been breached, please provide us with a notice highlighting the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

A detailed description of the copyrighted work or other intellectual property that you claim has been infringed;

A detailed description of where the material that you claim is infringing is located on the website or the app (please note that including URL(s) in the body of an email is the best way to help us locate content quickly);

·         Your name, address, telephone number, and email address;

·         A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

·         A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property right owner’s behalf; and your signature.

Send your notice to Soundspal by email to support@soundspal.com. Please note that you may be liable for damages (including costs and attorney's fees) if you materially misrepresent that any material is infringing your copyrights or other intellectual property or privacy rights.

The provider of removed Content may make a counter notification following which we may reinstate the removed content at our sole discretion if we have good reason to believe no breach of your intellectual property has taken place. The counter notification must be made in writing and include the following items:

·         a detailed identification of the material Soundspal has removed;

·         your name, address, telephone number, e-mail address, and

·         a statement that you consent to the jurisdiction of the High Court of Lagos State and that you will accept service of process from the person who provided notification or an agent of such person;

·         the statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or the message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."; and

·         your signature.

The counter notification can be sent to Soundspal Legal Departmant, or by email to support@soundspal.com. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others.

If you are the owner of any intellectual property other than copyrighted materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other materials on the Services infringes upon your rights in such intellectual property, you must submit a notification to us in the same manner as provided above in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated address set forth above.

Disclaimer: please note that we are not your legal advisors, therefore the information we present here is not legal advice. This information is presented for informational purposes only, and as required by law.

12. Technology limitations and modifications

Soundspal will make reasonable efforts to keep the Soundspal Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Soundspal reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Soundspal Service, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Soundspal Service or any function or feature thereof. You understand and agree that Soundspal has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service.

 

13. Export Control

You agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Soundspal under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the Federal Republic of Nigeria and your territory, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.

 

14. Payments and cancellations

If you have a Paid Subscription, your payment to Soundspal will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment and/or terminate the Terms after the Cooling-off Period is over (where applicable), and/or before the end of the subscription period, we will not refund any subscription fees already paid to us.

Soundspal may change the price for the Paid Subscriptions from time to time and will communicate any price changes to you. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Soundspal Service after the price change takes effect, you accept the new price.

 

15. Term and termination

These Terms will continue to apply to you until terminated by either you or Soundspal. Soundspal may terminate the Terms or suspend your access to the Soundspal Service at any time, including in the event of your actual or suspected unauthorized use of the Soundspal Service or non-compliance with the Terms. If you or Soundspal terminate the Terms, or if Soundspal suspends your access to the Soundspal Service, you agree that Soundspal shall have no liability or responsibility to you and Soundspal  will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Soundspal account, please contact us through the Customer Service contact form.

 

16. Warranty

We endeavour to provide the best service we can, but you understand and agree that the Soundspalservice is provided “AS IS”, without express or implied or implied warranty or condition of any kind. You use the Soundspal service at your own risk. Soundspal disclaims any warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. In addition, Soundspal does not warrant, endorse, guarantee or assume responsibility for any Third Party Applications, Third Party Application content, User Content, or any other product or service advertised or offered by a third party on or through the Soundspal Service or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that Soundspal is not responsible or liable for any transaction between you and third-party providers of Third Party Applications or products or services advertised on or through the Soundspal Service. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from Soundspal shall create any warranty on behalf of Soundspal in this regard. Some aspects of this section may not apply in some jurisdictions.

 

17. Limitation

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Soundspal Service, the Third Party Applications or the Third Party Application content is to uninstall any Soundspal software and to stop using the Soundspal Service, the Third Party Applications or the Third Party Application content.

 

To the fullest extent permitted by law, in no event will Soundspal, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors be liable for (i) any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business , or profits)damages, arising out of the use or inability to use the Soundspal service, Third Party Applications or Third Party Application content, regardless of legal theory, without regard to whether Soundspal has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; (ii) aggregate liability for all claims relating to the Soundspal service, Third Party Applications or Third Party Application content more than the amounts paid by you to Soundspal during the prior three months in question.

Nothing in these Agreements removes or limits Soundspal's liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence. Some aspects of this section may not apply in some jurisdictions.

 

18. Entire agreement

These Agreements constitute all the terms and conditions agreed upon between you and Soundspal and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of the Agreements in any written or oral communication from you to Soundspal are void. You represent that you have not accepted the Agreements in reliance on any oral or written representations made by Soundspal that are not contained in the Agreements.

Please note, however, that other aspects of your use of the Soundspal Service may be governed by additional agreements. That could include, for example, access to the Soundspal Community for customer support, access to the SoundspaL Service as a result of a gift card, or free or discounted Trials. You will agree to separate terms and conditions in those circumstances, which are listed in full here. Those terms and conditions shall govern only with regard to the aspect of the Service to which they apply, and are distinct from and supplemental to these Agreements, and do not supersede these Agreements. To the extent that there is any conflict between those agreements and these Agreements, these Agreements shall control, except as otherwise provided in these Terms

Occasionally we may offer you the chance to participate in sweepstakes, contests, and surveys (“Special Promotions”) through the Service. Special Promotions may be governed by terms and conditions that are separate from these Terms. If the provisions of a Special Promotion’s terms and conditions conflict with these Terms, those separate terms and conditions shall prevail.

 

19. Severability

Should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.

 

20. Choice of law, mandatory arbitration and venue

The validity, construction and performance of this Agreement shall be governed by the laws of the Federal Republic of Nigeria.

You agree to use your best endeavour to amicably settle any dispute or difference of opinion arising from or in connection with this Agreement through mutual discussions. Where the Parties are unable to resolve any and all disputes through mutual discussions, the dispute or difference of opinion shall be referred to mediation conducted by our (yours and ours) legal representatives and/or financial auditors, where financial matters are involved.

If we are unable to arrive at a satisfactory decision at mediation, you agree that the dispute shall finally be referred to arbitration in accordance with the Arbitration and Conciliation  Law of Lagos State 2015 or any amendment thereto.

The place of arbitration shall be Lagos State, Nigeria and there shall be a sole arbitrator who shall be appointed jointly by the par