SXWORKS TERMS OF USE

Last Updated:  January 12 , 2018

These Terms of Use (“Terms”) and our Privacy Policy (collectively, the “Agreement”) constitute an agreement between you (“you” or “user”) and SXWorks, LLC, a SoundExchange Company (“SXWorks,” “we,” “us,” and “our”). These Terms govern your access and use of sx-works.com and its web pages, interactive features, applications, and respective contents, whether accessed via computer, mobile device or other technology (collectively, the “Site”).  
When you access or use the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please stop using the Site.    

If you are under the age of eighteen (18), you represent that you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement or use the Site and fulfill the obligations set forth in this Agreement.  

PLEASE READ THESE CAREFULLY BEFORE USING THE SITE.
REGISTRATION
When using the Site you will be required to register and we may ask you to provide us with certain information such as your name, e-mail address, company name, and phone number (“Personal Information”).  

When registering for the Site, you must create a login ID and password. You should take reasonable efforts to create a password that is difficult for others to guess and you should always protect your login information, keep it confidential, and do not share it with others. Each user should have his/her own login ID and password. Users are not allowed to share login credentials  and you should never attempt to access another SXWorks user’s login credentials, data, or account without that other user’s permission.
USAGE; TERMINATION OF USAGE
If you provide information on the Site, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site. If you provide any information that is false, inaccurate, outdated or incomplete, or SXWorks has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, SXWorks has the right to suspend or terminate your account and prohibit any and all current or future use of the Site (or any portion thereof) by you.    

By using the Site:

• You agree to maintain and update the information about yourself as appropriate so that it remains accurate and current.
• You agree to use the Site only for lawful purposes, and that you are responsible for your use of the Sites.  
• You agree not to use the Site in any manner that interferes with its normal operation, its availability, or with any other user’s use and enjoyment of the Site.  
• You agree not to upload, store, copy, transmit, or link to any software viruses, corrupted files, Trojan horses, spyware, malware, or other form of malicious software and content to SXWorks websites, servers, and IT infrastructure.
• You agree not to take any action that puts unreasonably or significantly large amounts of data or network traffic load on the SXWorks IT infrastructure or disrupts the functioning of SXWorks systems or services.
• You agree not to upload, transmit, or link to sexually explicit material.
• You agree not to systematically or automatically collect, scrape, harvest, or use other means to copy data from the SXWorks websites without permission from SXWorks.  By using the Site, you consent to our use of Invisible reCAPTCHA.  Use of Invisible reCAPTCHA is subject to Google’s Privacy Policy and Terms of Service.

SXWORKS MAKES NO REPRESENTATION THAT CONTENT CONTAINED ON THE SITE IS APPROPRIATE FOR USE IN JURISDICTIONS OUTSIDE THE UNITED STATES, OR THAT THIS AGREEMENT COMPLIES WITH THE LAWS OF ANY OTHER COUNTRY.  

Visitors who use the Site and reside outside of the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable.  You agree that you will not access the Site from any territory where its contents are illegal, and that you, and not SXWorks, are responsible for compliance with applicable local laws.  

This Agreement is effective unless and until terminated by either you or SXWorks. You may terminate this Agreement at any time, provided that you discontinue any further use of the Site.  SXWorks also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Site, for any reason, including without limitation, if in SXWorks’ sole discretion you fail to comply with any term or provision of this Agreement or your use is harmful to the interests of another user of SXWorks.  

SXWorks reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Except as otherwise expressly stated in this Agreement, you agree that SXWorks shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Site.  

You agree that SXWorks may terminate or suspend your access to all or part of the Site, without notice, for any conduct that SXWorks, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user of SXWorks.  

Sections entitled Ownership of Intellectual Property; Disclaimers and Limitations of Liability; Indemnification; Usage, Termination of Usage; Applicable Law & Jurisdiction; and Miscellaneous shall survive any termination of this Agreement.  

For SXWorks sites or applications that require a user-created login ID and password, you should take reasonable efforts to create a password that is difficult for others to guess. Also, you should protect this information, keep it confidential and not share it with others. Each user should have his/her own login ID and password. Shared login credentials between users is not allowed.

You shall not attempt to access another SXWorks user’s login credentials, data, or account without the other user’s permission.

You shall not attempt to mask or forge your IP address, headers, identifiers, or other data to disguise or hide the origin of your network connection or user account and actions.
NOI LOOKUP
Through the NOI Lookup Site (available at noi.sx-works.com), music publishers and songwriters are able to search and download publicly available information as it relates to the Copyright Act’s Section 115 Notices of Intention (“NOIs”) that are electronically filed with the Licensing Division of the Copyright Office (“NOI LOOKUP”).  Use of the NOI Lookup Site is limited to music publishers and songwriters.  

You may not systematically or automatically collect, scrape, harvest, or use other means to copy information made available to you through the NOI Lookup Site. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any content found on the NOI Lookup Site to any third party (including, without limitation, the display and distribution of such content via a third-party website). The foregoing prohibition includes, but is not limited to, the practice of embedding the NOI Lookup Site (or parts thereof) in “frames” or other pages offered from other sites, and “mirroring” content from the NOI Lookup Site on a server other than that operated by SXWorks. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the information available through the NOI Lookup Site, in any way at any time.  NOIs may contain personal information of licensees or duly authorized agents.  You may not use any information (including personal information) of licensees or duly authorized agents to bully, intimidate, harass or threaten another person or for any unlawful, misleading, malicious or discriminatory purpose.

Your use of the NOI Lookup Site must comply with the terms and policies of the U.S. Copyright Office.  You may not use the NOI Lookup Site or an NOI in any manner that infringes the intellectual property rights or other proprietary rights of any third party including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right used without proper authorization. Infringement may result from, among other activities, the unauthorized posting of text, pictures, logos, software, articles, musical works, and videos.

If you have any questions about the NOI Lookup, please contact us as follows:  

By Mail:
SXWorks, LLC
733 10th Street, NW  
10th Floor  
Washington, DC 20001

By E-mail: info@sx-works.com
PRIVACY
In addition to these Terms, please review SXWorks’ Privacy Policy, which also governs your use of the Site.
OWNERSHIP OF INTELLECTUAL PROPERTY
The Site (including all content and features) (“Content”) are the property of SXWorks or its licensors and are protected by copyright, trademark, and other laws of the United States and other countries. You will not obtain any ownership interest in the Content or the Site through this Agreement or otherwise.  Absent SXWorks’ express written consent, no portion of the Content may be used for any purpose other than personal, noncommercial use and all users must maintain all copyright and other notices contained in such Content.  

You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any Content to any third party (including, without limitation, the display and distribution of the Content via a third-party website) without the express prior written consent of SXWorks. The foregoing prohibition includes, but is not limited to, the practice of embedding SXWorks website pages (or parts thereof) in “frames” or other pages offered from other sites, and “mirroring” Content from the Site on a server other than that operated by SXWorks. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the Content in any way at any time. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
REPORTING TRADEMARK OR OTHER IP VIOLATIONS
If you are a trademark owner or owner of other intellectual property rights and believe that any Content on the Site infringes upon your rights, we strongly encourage you to resolve your disputes directly with the user who posted the Content in question. You can also submit a written claim of infringement to our DMCA Agent, listed above. We may perform a limited review of reasonable complaints and will remove content in clear cases of infringement. To further encourage resolution between users, we will forward each trademark complaint to the uploader before taking any action, giving the uploader the opportunity to address any potential trademark or other intellectual property issues.

Account Termination. We will terminate your account and access to the Site if, under appropriate circumstances, we determine you are a repeat infringer.
LINKS TO THIRD PARTY SITES
The Site includes links to other websites operated by third parties. The appearance of these links does not constitute an endorsement by SXWorks, its officers or directors of the opinions or views expressed by these linked websites and SXWorks does not verify, endorse, or take any responsibility for the accuracy, currency, completeness or quality of the content contained in these websites. Furthermore, SXWorks is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by such sites. As such, neither SXWorks nor its officers or directors, will be responsible for any errors or omissions or for the results obtained from the use of the information contained on these websites. To the extent that these websites collect personal information or postings from end users, be advised that in no event shall SXWorks assume or have any responsibility or liability for the manner in which such information or postings are exploited or for any claims, damages, or losses resulting from the use and/or appearance of the information on these sites. Additionally, you should consult these other sites’ terms of use and privacy policies regarding their use of your information.    
DISCLAIMERS AND LIMITATIONS OF LIABILITY
Your use of the Site is at your sole risk. SXWorks provides the Site on an “as is” and “as available” basis. SXWorks reserves the right to restrict or terminate your access to the Site at any time. The material contained on the Site is subject to change, without notice.  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SXWORKS, SOUNDEXCHANGE, INC., SOUNDEXCHANGE ENTERPRISES, INC. AND CMRRA, LTD. (COLLECTIVELY, THE “SXWORKS PARTIES”) MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. FURTHER, THE SXWORKS PARTIES DO NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE INFORMATION ACCESSIBLE VIA THE SITE WILL BE COMPLETE, ACCURATE, RELIABLE, TIMELY OR ABLE TO MEET YOUR NEEDS.  

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT THE SXWORKS PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES ARISING OUT OF, RELATING TO, RESULTING FROM OR IN ANY WAY CONNECTED WITH YOUR USE OR INABILITY TO USE THE SITE, THE ACCURACY OF ANY INFORMATION OR RESULTS INCLUDED HEREIN OR FROM ANY ACTIONS THE SXWORKS PARTIES TAKE OR FAIL TO TAKE AS A RESULT OF ELECTRONIC MAIL MESSAGES AND/OR OTHER ELECTRONIC SUBMISSIONS YOU SEND TO THE SXWORKS PARTIES. THESE INCLUDE DAMAGES RELATING TO ERRORS, OMISSIONS, DOWN TIME, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTIONS, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, TORT, STRICT LIABILITY, AS THE RESULT OF NEGLIGENCE OR OTHERWISE, AND EVEN IF THE SXWORKS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, THE LIABILITY OF THE SXWORKS PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless the SXWorks Parties against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of the Site, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Site.
APPLICABLE LAW & JURISDICTION
The Site is controlled and operated by SXWorks from within the United States of America. SXWorks makes no representations or warranties that the Content or materials on the Site are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Site will be available outside the United States. Those who choose to access the Site from other locations do so at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.  You may not use or export or re-export any Content downloaded from the Site or any copy or adaptation of such Content, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.  

This Agreement shall be governed by the laws of the United States and the District of Columbia without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and SXWorks agree that any claim or dispute one party has against the other party arising under or relating to this Agreement (including claims in contract, tort, strict liability, statutory liability, or other claims) must be resolved exclusively by a court of competent jurisdiction, federal or state, located in District of Columbia, and no other court. You and SXWorks both agree to submit to the personal jurisdiction of such courts and to accept service of process from them.
FILTERING
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from Common Sense (https://www.commonsensemedia.org) and OnGuard Online (http://onguardonline.gov/). Please note that SXWorks does not endorse any of the products or services identified on such sites.
MISCELLANEOUS
Severability, Remedies.  If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. All remedies whatsoever available are cumulative and non-exclusive.  

No Waiver.  No waiver or failure or delay by SXWorks in exercising any right, power or privilege under this Agreement 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 this Agreement.

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

Entire Agreement.  This Agreement, including the Privacy Policy and other policies incorporated herein, constitutes the entire Agreement between SXWorks and each user of the Site with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings, written or oral, with respect to the subject matter of this Agreement.  

Assignment.  You may not assign these Terms without the prior written consent of SXWorks but SXWorks may assign these Terms without any notice to you.

Disputes.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or will be forever barred.  The “Disclaimers and Limitation of Liability” provisions of this Agreement are for the benefit of the SXWorks Parties, and the SXWorks Parties shall have the right to assert and enforce these provisions directly against you on its own behalf.
CHANGES TO THIS AGREEMENT
SXWorks reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof. The “Last Updated” date at the top of this Agreement will indicate when the latest modifications were made. Please review the terms and conditions periodically. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised terms and conditions.    
HOW TO CONTACT SXWORKS
If you have any questions about these terms and conditions, please contact us as follows:  

By Mail:
SXWorks, LLC
733 10th Street, NW
10th Floor
Washington, DC 20001

By E-mail: info@sx-works.com