Terms of Service
Thank you for using FiDef Cloud Service. These terms of service (“Agreement”) cover your use and access to the service (“Service”) provided by Fideliquest Inc. Our Acceptable Use and Fair Usage Policy outlines your responsibilities when using our Service.
By using our Service, you agree to be bound by the terms of this Agreement and to review our Acceptable Use and Fair Usage Policy. If you use our Service for an organization, you are agreeing to the terms of this Agreement on behalf of that organization. If at any time you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Service.
Assets & Permissions
The FiDef Cloud Service is used for automated file-based FiDef processing by individual content creators. This service may not be used by individuals representing record labels, distribution companies, or licensing companies. Contact email@example.com for information about licensing FiDef for business and/or distribution.
This general license entitles you to 2,000 physical sales of FiDef-processed content and 10,000 streams. For licensing information on a greater number of sales and streams, please contact Fideliquest at firstname.lastname@example.org.
After users upload an Asset to the cloud, the Asset is processed with FiDef and returned to the user via email. The service is hosted on our website and accessed by entering your email address. For educational partners, users access the service by entering your school’s Facility ID in addition to your email. Assets submitted to the Service will be stored on our servers for 90 days. When you use our Service, you provide us with your Asset. Your Assets are yours. The terms of this Agreement do not give us any rights to your Assets except for the limited rights that enable us to offer the Service.
We need your permission to host your Assets, process them, and share them with you after they have been processed. These and other features may require our systems to access, store and scan Your Assets. We may also utilize your data associated with files (“Data”) to conduct investigations and studies, test functionalities during the development phase and analyze the information at our disposal to assess and improve our Services, implement new services and functionalities and perform audits and troubleshooting procedures, or for promotional purposes. By accepting these terms of service, you give us permission to design, carry out, or produce anything mentioned in this Agreement.
By accepting these Terms of Service, you give us permission to use the email address you have submitted for processing for FiDef marketing purposes.
Rights Under the GDPR
FideliQuest is compliant with the General Data Protection Regulation (GDPR). Under that regulation, you have the right to (a) be informed about FideliQuest’s use of your data, (b) to access the data FideliQuest has collected from you, (c) to correct any mistakes in the data FideliQuest has collected, (d) the right to have the data FideliQuest has collected erased, (e) to restrict processing (f) to portability of the information FideliQuest has collected, (g) to object to the collection and processing of information, and (h) to not be profiled. To exercise any of these rights, please contact FideliQuest at info@FiDef.com.
We respect the intellectual property of others and require that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to us by email. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of infringers.
Grant of Rights
You are NOT assigning or transferring us any copyright or ownership rights on your Assets, but only granting us the non-exclusive rights and licenses described in this Agreement.
You are responsible for your conduct, your Assets, and you must comply with our Acceptable Use and Fair Usage Policy. Content in the Services may be protected by others’ intellectual property rights. Do NOT copy, upload, download or share content unless you have the right to do so. We may review your conduct and content for compliance with the terms of this Agreement and our Acceptable Use and Fair Usage Policy. That said, we have no obligation to do so. We are not responsible for the content people post and share via the Service.
Regarding third party rights and payments, you are solely responsible:
- To obtain any right required in order for us to make and authorize any online exploitation of your Assets, Data, or other information or material you may provide us with to the full extent authorized herein from any person participating in the creation or performance of any work (such as music, lyrics, scripts or direction) included in your Asset and/or in the production or making of your Assets (such as any composers, lyricists, scriptwriters, directors, musicians, singers, actors, extras, music producers, sound or audiovisual recording makers or others) or who may otherwise own or control any such right (such as music publishers or copyright collectives);
- To make any payment to any such person as may be due in consideration for any such rights;
- To pay to any person who may be entitled thereto, any share of any payment of Net Incomes made by us to you as may be due and payable to any such persons except to the extent we have been required by you, are able to, and actually pay such share(s) of such payment to such persons;
- To pay all amounts that may be required under collective bargaining agreement, copyright tariffs, or statutory schemes;
- To pay for all licenses and other fees required from copyrights owners (such as music publishers) for reproduction, public performance, and any other exploitation of your Assets and any Data or other associated material images;
- To pay for any required music publishing licenses for your Assets;
- To pay all taxes or other governmental withholdings.
You are also solely responsible for restricting access to your account. You agree that you are responsible for all activities that occur on your account or through the use of your email by yourself or by other persons. If you believe that a third party is using your email, contact email@example.com immediately to reset your account.
Claims of Infringement and Take-Down Notices
If we receive a notice claiming that your Assets are infringing the rights of others (such as their copyrights, trademarks, rights of publicity or other intellectual property rights) or that you are not complying with any of your obligations hereunder, including any license or agreement pertaining to your Assets, we will inform you and may, at our sole discretion, remove your Assets, access to the Service, and other information and material until you provide us with sufficient proof, in our sole opinion, that you have satisfactorily resolved any outstanding issues related to such claims. If we determine that your Assets or any Data or other information or material you provide us with may infringe the rights of others, we reserve the right to suspend or terminate your account at our digression.
Warranties, Representations, and Indemnities
If you use our Service, you warrant and represent that:
- you are at least fourteen (14) years of age and have the prescribed age to lawfully enter into and form contracts under applicable law (and if you are under the prescribed age in the country where you reside, you have reviewed this Agreement with your parent or guardian to ensure you understand and are legally able to agree to be bound therewith, your acceptance thereof meaning that you represent and warrant that you are legally able to bind yourself by this Agreement);
- you have the right and authority to enter into this Agreement and to grant us all rights specified;
- your Assets and any other materials and information you provide us with (such as names, artwork, images, and picture and/or other Data) and any Online Exploitation thereof authorized hereunder do not violate any law and do not infringe on the copyrights, trademarks, publicity and image rights, or any other rights of someone else.
You agree to defend, indemnify, and hold harmless FIDELIQUEST INC, and their officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, including any breach of this Agreement, including the foregoing representations and warranties.
End of Service
You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Service if you are not complying with the terms of this Agreement, or use the Service in a manner that would cause us legal liability, disrupt the Service or disrupt others’ use of the Service.
More precisely, we will cease our Service for your Assets if:
- Your subscription to your FiDef Cloud Service account ends for any reason;
- You send us a written notice asking that we terminate your account;
- You are in breach of any terms of this Agreement;
- We believe, at our sole discretion, that you may use our Services for any illegal activities, including the Release of infringing metadata, information, and other material;
- You are not in compliance with our Acceptable Use and Fair Usage Policy;
- We decide to discontinue our Service;
You understand that, while using our Service, you may have access to certain of our confidential information. You agree to keep such information confidential.
Disclaimer of Warranty and Limitation of Liability
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, FIDELIQUEST INC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE, SOFTWARE, CONTENT OR DATA PROVIDED BY THIRD PARTIES, THAT THE SERVICE WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED. FIDELIQUEST INC PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, FIDELIQUEST INC’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL FIDELIQUEST INC, ITS AFFILIATES, ITS OFFICERS, ITS DIRECTORS, ITS EMPLOYEES, ITS AGENTS, ITS SUPPLIERS, ITS LICENSORS AND ITS LICENCEES HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FORDIRECT OR INDIRECT) LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE RELEASE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF LANDR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT FIDELIQUEST INC IS FOUND LIABLE TO PAY YOU ANY DAMAGES, FIDELIQUEST’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED USD$00. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED EVEN IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.
We may revise this Agreement from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog, social media, on our website or any other form of communication). You agree to review the terms of this Agreement from time to time and, in any case, each time we will notify you of changes thereto and by continuing to use or access the Services after the revisions come into effect, you will agree to be bound by the revised terms of this Agreement.
This Agreement shall be governed by and construed by the laws applicable in the State of Minnesota, USA. Parties hereby irrevocably submit an attorney to the jurisdiction of the Courts of the State of Minnesota, USA.
This Agreement is the entire and exclusive agreement between FIDELIQUEST INC and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between FIDELIQUEST INC and you regarding the Service.
You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of FIDELIQUEST INC, which consent is within FIDELIQUEST INC’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. FIDELIQUEST INC shall be allowed to assign this Agreement to any third party without requiring your consent in which case FIDELIQUEST INC will only be released from all its obligations towards you hereunder if the assignee agrees in writing to assume and be bound by such obligations.
Nothing in this Agreement shall constitute a partnership or joint venture between you and FIDELIQUEST INC.
If a particular provision of this Agreement is held to be invalid within a given jurisdiction by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement for that jurisdiction and shall not affect the validity of this Agreement as a whole.
The Parties have expressly requested that this Agreement is drawn up in English and that all modifications thereof can be made in this language.
NOTICE TO EUROPEAN USERS
Please note that the information you enter on the site or otherwise provide to FideliQuest, or its subsidiaries or divisions, may be transferred outside of the European Economic Area, for purposes of processing, by FideliQuest, Inc. a company located in Minnetonka, Minnesota U.S.A., or its subsidiaries or FideliQuest’s subsidiaries or divisions, or authorized partners, located worldwide, in order to provide this site and its services to you. You are advised that the United States uses a sectoral model of privacy protection that relies on a mix of legislation, governmental regulation, and self-regulation. You are further advised that the Council of the European Union has found that this model does not provide “adequate” privacy protections as contemplated by Article 25 of the European Union’s Data Directive. (Directive 95/46/EC, 1995 O.J. (L 281) 31)
Article 26 of the European Union’s Data Directive allows for transfer of personal data from the European Union to a third country if the individual has unambiguously given his consent to the transfer of personal information, regardless of the third country’s level of protection.
By agreeing to this Policy, you consent to the transfer of all such information to the United States and the processing of that information as described in this Policy
If you have any customer service inquiries, concerns, questions or complaints regarding this Agreement, please contact Fideliquest at:
16182 Hwy 7
Minnetonka, MN 55345
The current Agreement last update was May 25, 2018.