Last Updated Sept 21, 2021
These Terms of Use ("Terms") govern use of the websites and services ("Services") of Sonicly, Inc., a Delaware corporation (together with its affiliates, "Sonicly"), in addition to any supplemental terms applicable to any particular features, content and functionality of the services, which such supplemental terms are incorporated by reference into the Terms. We refer to anyone using the Services as a “User.” By using the Services – even just by browsing Sonicly’s website – you agree to be bound by these Terms, our Privacy Policy, all applicable laws and all conditions or policies referenced here. Sonicly may amend the Terms at any time by posting a revised version of the Terms on our Services. Access to or continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the revised Terms.
Definitions
In these terms, we refer to those raising funds as "creators" and to their fundraising projects as "projects." We refer to those contributing funds as "fans" and to the funds they contribute as " contributions." Creators, fans and other visitors to the services are referred to collectively as "users."
Sonicly Is A Venue
Sonicly is an online fan funding venue for people and entities seeking to raise funds for their own projects and to contribute to the projects of others. Creators can offer gifts or s in the form of tangible items or intangible services (collectively, "offers") to fans. Offers are not offered for sale. Sonicly makes no representations or endorsement about the quality, safety, morality or legality of any creator, project, offer or contribution or the truth or accuracy of user content (as defined below) posted on the services. Sonicly does not represent that creators will deliver offers or that contributions will be used as described in the project. Users use the services at their own risk.
Sonicly may remove any content and/or project that violates the Terms of Use at its sole discretion. Sonicly is under no obligation to provide a reason for taking any action against any creator and/or project.
Eligibility To Use The Services
Users under 18 years of age are not eligible to use the services without consent. Users between the ages of 13 and 17, can use the services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the terms and agrees to be responsible for such use of the services. Users suspended from using the services are not eligible to use the services. Sonicly reserves the right to refuse use of the services to anyone and to reject, cancel, interrupt, remove or suspend any project, contribution, or the services at any time for any reason without liability.
Prohibited Projects
Creators are not permitted to create a Project to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Project is claiming to do the impossible or it's just plain phony, don't post it. Users must comply with all applicable laws and regulations in connection with their Projects, including offering offers and using contributions. Creators shall not make any false or misleading statements in connection with their Projects.
Prohibited Offers
Creators are not permitted to offer or provide any of the following as an offer:
Community Guidelines
Sonicly is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam.
Do not:
Sonicly reserves the right to remove Projects and terminate User Accounts for such activities.
Sonicly reserves the right to cancel any contribution to any project, at any time and for any reasonable cause. We have the right to reject, interrupt, remove, or suspend any project at any time and for any reason. Sonicly is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.
Disputes Between Creators And Fans
Creators are legally bound to perform on any promise and/or commitment to fans (including delivering any offers). If a creator is unable to perform on any promise and/or commitment to fans, the creator will work with the fans to reach a mutually satisfactory resolution, which may include the issuance of a refund of contributions by the creator. Sonicly is under no obligation to become involved in disputes between creators and fans, or Users and any third party. In the event of any dispute, such as a creator's alleged failure to comply with the terms or alleged failure in fulfillment of an offer, we may provide the creator's contact information to the Fan so that the two parties may resolve their dispute.
User Accounts
All information submitted in connection with a user account on the services (each, a "User Account") must be accurate and truthful. Users agree to notify Sonicly immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information Sonicly may reasonably request and to answer truthfully and completely any questions Sonicly might ask you in order to verify such User's identity. Sonicly can cancel accounts or decline to offer our Services at any time. Sonicly can change eligibility criteria at any time.
License To Users
Sonicly grants each user a limited, non-exclusive, non-transferable, revocable license to use the services subject to such User's eligibility and continued compliance with the terms. Permissions granted by Sonicly may be revoked at any time, without advance notice and with the sole discretion of Sonicly.
Creators
Creators are permitted to offer offers to fans. Creators are legally bound to perform on any promise and/or commitment to fans (including delivering any offers). Creators will respond promptly and truthfully to all questions posed to them by Sonicly or any fan. If any creator is unable to fulfill any of its commitments to fans (including delivering any offers), the creator will work with the fans to reach a mutually satisfactory resolution, which may include refunding their contributions. Creators will comply with all applicable laws and regulations in the use of contributions and delivery of offers. Creators are responsible for collecting and remitting any taxes on contributions, and any taxes due in connection with offers. Sonicly may attempt to verify the identity and other information provided to us by creators, and we may delay, withhold, reverse or refund any contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction.
Creators agree to be responsive and truthful to fans, make good-faith efforts to provide offers as promised in connection with a project, and to provide updates on the status of the project. Communication between creators and fans are to be limited to fulfillment of an offer and the status of the project, and for no other purpose, such as cross-marketing or other promotions.
While Sonicly makes no guarantee regarding any creator and/or project, and while under no obligation to do so, Sonicly may at its own discretion investigate a creator and/or project to seek documents and evidence to demonstrate that a creator and/or project is operating within the Terms of Use. Failure to provide any requested information within twenty-one days, shall be deemed a material breach of this agreement.
There may be a delay in the payment of contributions from Sonicly to creators for reasons including but not limited to, refund claims and fan contribution disputes (such as claims of credit card fraud or unauthorized credit card use claims), fraud, investigation of fraud, violation of Terms of Use or suspicion of a violation of the Terms of Use.
Sonicly reserves the right to suspend and withhold contributions when a creator is deemed or is believed to be in violation of any Terms of Use. Sonicly may withhold contributions for any breach of this Agreement, and may also seek reimbursement from a creator by any other lawful means, including using third-party collection services.
Fans
Fans are solely responsible for asking questions and investigating creators and projects to the extent they feel is necessary before making a contribution. All contributions are made voluntarily and at the sole discretion and risk of the fan. Sonicly does not guarantee that contributions will be used as promised, that creators will deliver offers, or that the project will achieve its goals. Sonicly does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any project, offer or contribution, or the truth or accuracy of user content posted on the services. Fans are solely responsible for determining how to treat their contributions and receipt of any offers for tax purposes. If a contribution is returned to a fan, the associated offers, if any, shall be canceled.
Sonicly is under no duty or obligation to investigate claims or promises made by a creator, and does not endorse, guarantee or make any representation about a creator and/or project.
Fans are responsible for maintaining the confidentiality of their accounts and should notify Sonicly if they suspect or discover any unauthorized use of their account.
Service Fees
I'll ' Setting up an account on the services is free. We do not charge our service fees to fans. Unless otherwise expressly indicated on the services, we do charge our service fees to creators as a portion of the contributions they raise (the "Service Fees"). By using the services Users agree to our Service Fees listed in our FAQ. Changes to service fees are effective after we post notice of the changes on the services. Updated service fees are applied to projects launched after the notice is posted.
Refunds
Contributions, including the service fees portion thereof, are not refundable. If a creator is unable to perform on any promise and/or commitment to fans (including delivering any offers), the creator will work with the fans to reach a mutually satisfactory resolution, which may include the issuance of a refund of contributions by the creator.
Taxes
Taxing authorities may classify funds raised on the services as taxable income to the creator and any beneficiary who will receive funds directly from the applicable project. Sonicly will ask for the tax identification number (TIN) of creators and any beneficiaries so that we may report taxable income to the relevant taxing authorities. Sonicly will provide creators with a tax document if required by the relevant taxing authorities.
User Content
While using the services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, " User Content"). Users grant Sonicly a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute user content of any user on or in connection with the services and our related marketing and promotional activities. As between users and Sonicly, Users continue to hold all ownership interest in their user content. Each User represents and warrants that its user content and our use of such user content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these terms or applicable law.
Promotions
Creators may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a "Promotion") on the services without Sonicly's prior written permission (which may be granted or withheld by Sonicly in its sole and absolute discretion). Creators may request permission from Sonicly by sending an request through our contact form. Subject to and upon any such permission, each creator offering any promotion further acknowledges and agrees that: (a) such creator shall be solely responsible for all facets of each such promotion; (b) such promotion does not require any contribution or other payment of any amount as the sole method of entry into such promotion; and (c) the official rules for such promotion shall include clear and conspicuous language to the effect that: (i) Sonicly does not sponsor, endorse or administer the promotion; (ii) each participant or entrant in the promotion releases Sonicly from any and all liability; and (iii) all questions concerning the promotion must be directed to the creator and not to Sonicly.
Third-Party Websites, Advertisers Or Services
The services may contain links to third-party websites, advertisers, or services that are not owned or controlled by Sonicly. Access to or use of third-party sites or services are at each user's own risk. Except as otherwise expressly provided herein, Sonicly is not responsible for any loss or damage of any sort relating to User dealings with these third-party sites or services. We encourage users to be aware of when they leave the services, and to read the terms and conditions and privacy policy of any third-party website or service that they visit.
Indemnity
Each User agrees to defend, indemnify and hold harmless Sonicly, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the services, breach of these terms or violation of any laws. Sonicly may assume the exclusive defense and control of any matter for which users have agreed to indemnify Sonicly and each user agrees to assist and cooperate with Sonicly in the defense or settlement of any such matters.
No Warranty
Sonicly has no fiduciary duty to any user. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER'S OWN RISK.
Waiver And Release
For users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, New York residents must, as a condition of this agreement, waive the applicability of New York Civil Code Section 1542 for unknown claims which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Each User hereby waives this section of the New York Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
Limitation Of Liability
Sonicly (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO Sonicly FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Sonicly HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
For jurisdictions that do not allow Sonicly to limit its liability: Notwithstanding any provision of the terms, for users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Sonicly's liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, Sonicly does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.
Assignment
The terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any user, but may be assigned by Sonicly without restriction or consent.
Termination; Survival
Termination may result in the forfeiture and destruction of all information associated with any user's account. Users may terminate their account by following the instructions on the services, but Sonicly may retain the user account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the terms, that by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Governing Law
Users agree that: (a) the services shall be deemed solely based in New York (the principal place of business and corporate headquarters of Sonicly); and (b) the services shall be deemed a passive one that does not give rise to personal jurisdiction over Sonicly, either specific or general, in jurisdictions other than New York. This agreement shall be governed by the laws of the state of New York, without respect to its conflict of laws principles.
Arbitration
Each user agrees that any and all disputes or claims that have arisen or may arise between such user and Sonicly relating in any way to or arising out of this or previous versions of the terms or your use of or access to the services shall be resolved exclusively through final and binding arbitration, rather than in court, except that such user may assert claims in small claims court, if such user claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the provisions of the terms as a court would. To begin an arbitration proceeding, a user must send a letter requesting arbitration and describing the claim to our registered agent, Corporation Service Company, 2710 Gateway Oaks Drive, Suite 150N, New York, New York 95833-3502. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. A user may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where such user lives or at another mutually agreed location. Users agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, such user waive any right to a jury trial. User and Sonicly also both agree that either may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in a court of competent jurisdiction located in the city and county of New York, New York. Subject to the arbitration provisions set forth above, the successful party in any dispute will be entitled to receive from the unsuccessful party all of its reasonable attorneys' fees, cost, and disbursements.
Disclaimers
Creators and other users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. Sonicly merely provides a technology platform to allow creators to connect with fans. Users who access or use the services do so at their own volition and are entirely responsible for compliance with applicable law.
Sonicly makes no representations, warranties or other assertions as to the potential tax deductible status of any contribution by a fan to a charitable cause or to a project whose purported recipient is a recognized 501(c)(3) or other tax -advantaged organization under the Internal Revenue Code. The listing of an organization via the services does not necessarily mean that the organization has been deemed— or remains currently deemed—a charitable or tax-advantaged organization by the Internal Revenue Service.
English Language
In the event of a conflict between the English language version of the terms and any foreign language translation versions thereof, the English language version of the terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the services are solely directed to individuals, companies, or other entities located in the U.S.
Export Compliance
Users agree to comply with all laws, restrictions and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), each user states that such User is: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information. Funds may be frozen and/or turned over to the applicable governmental enforcement agency if a Project is deemed to be in violation of Export Laws.
Cooperation With Authorities And Police Enforcement
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the services when requested.
Notification Procedures
Users agree Sonicly may provide notifications to such user via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.
Unsolicited Idea Submissions
Consistent with our culture of open innovation, we are always pleased to hear from our user community and welcome comments or suggestions to improve the services. However, to avoid future misunderstandings when new products, services and features developed internally by Sonicly might be similar or even identical to a submission received by Sonicly, the following policy applies to all third party user submissions to Sonicly of ideas, comments, suggestions, proposals or materials: (a) all submissions shall be considered non-confidential and non-proprietary; (b) Sonicly will have no obligation concerning the submission, contractual or otherwise (including, without limitation, confidentiality); (c) Sonicly will not be liable for any use or disclosure of any submission; and (d) Sonicly shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to the third party submitting User.
Entire Agreement/Severability
These terms are the entire agreement between each user and Sonicly regarding its subject matter. If any provision of these terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this agreement, which shall remain in full force and effect. Sonicly's failure to assert any right or provision under this agreement shall not constitute a waiver of such right or provision.
Payment Processing
Payment processing services for International Creators on Sonicly are provided by Stripe and are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Creator on Sonicly, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Sonicly enabling payment processing services through Stripe, you agree to provide Sonicly accurate and complete information about you and your business, and you authorize Sonicly to share it and transaction information related to your use of the payment processing services provided by Stripe.
Changes To Terms
Sonicly may alter the terms at any time, so please review them frequently. If a material change is made, Sonicly may notify users in the services, by email, by means of a notice on the services, or other places we think appropriate. A "material change" will be determined at Sonicly's sole discretion, in good faith, and using common sense and reasonable judgment.
DMCA Complaints
If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (the "DMCA") or that any user content infringes such User's intellectual property rights and is accessible the services, please notify Sonicly's Legal Department by sending an request through our contact form. "Infringement" means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be valid, the user (the " Complainant") must provide the following information in writing (the "Notice of Infringement"):
The above information must be submitted to the Sonicly DMCA agent ("the DMCA Agent") by mail to the following address:
Sonicly, Inc.
Attention: DMCA agent
1968 S. Coast Hwy Suite 1892
Laguna Beach, CA 92651
If any user (the "Respondent") believes that its material has been removed or disabled by mistake or misidentification, such Respondent may file a written counter-notice (the "Counter Notice") with the DMCA Agent, including the following information within five business days from receipt of the Notice of Infringement:
Upon receipt of the Counter-Notice by the DMCA Agent, a copy of the Counter-Notice may be sent to the complainant informing the complainant that Sonicly, at its discretion, may replace the removed material or cease disabling it in not less than ten, nor more than 14, business days following receipt of the Counter-Notice, unless the DMCA Agent receives written notice from the complainant that the complainant has filed an action seeking a court order to restrain the respondent from engaging in infringing activity relating to the unauthorized use of the material on the service.
Sonicly WILL TAKE NO ACTION UPON ANY FAILURE TO PROVIDE THE INFORMATION OR OTHERWISE FOLLOW THE PROCESS OUTLINED ABOVE.
In accordance with the DMCA and other applicable laws, Sonicly has adopted a policy of terminating, in appropriate circumstances and at Sonicly's sole discretion, repeat infringers.
Contact
Sonicly, Inc.
1968 S. Coast Hwy Suite 1892
Laguna Beach, CA 92651
