Home menu

Partnership Terms


HOMEJAM

PROMOTER AGREEMENT

This Homejam Promoter Agreement (the “Agreement”), effective as of form submission date (the “Effective Date”), between Homejam, LLC. (“Homejam”) and Association (the “Promoter”), governs the promotional activities and use of the Services by the Promoter and its Users. The Order Form is deemed to include all of the terms of this Agreement.

If you are submitting an Order Form on behalf of the Promoter, you agree that you have the authority to bind such Promoter. 

  1. DEFINITIONS
    1. “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Services.
    2. “Fees” means the fees to be paid by the Promoter pursuant to a submitted Order Form.
    3. Moderator means a User who has been authorized by the Promoter to use the Software to moderate a promoted live music sessions.
    4. Order Form means an order form on the Homejam site completed and entered into by the Promoter.
    5. Promoter shall mean the association who submitted an Order Form and otherwise initiates the use of the Services.
    6. Promoter Data” means any data or content; (i) provided to Homejam; or (ii) inputted into the Software or generated by the Promoter through the Software that is retained within the Software in accordance with the terms of Homejam’s applicable data retention policies.
    7. Privacy Laws” means any applicable local, state or federal laws, regulations and rules governing the collection, use and disclosure of information relating to individuals, including the Children’s Online Privacy Protection Act, the California Consumer Privacy Act, and any similar legislation.
    8. Schedule means a schedule or exhibit, which is attached to this Agreement, or which may be added hereafter by written agreement of the parties. 
    9. Services means the use of the Software and related services to be provided by Homejam.
    10. Software means the Homejam platform licensed to the Promoter and its authorized Users.
    11. User” means an individual User who has been authorized and permitted by the Promoter to use the Software.      
  2. THE SERVICES
    1. Services. The Services enable the Promoter to provide to its members live music sessions that are a mixture of a “living room concert” and a casual conversation with an artist. The Services may include a virtual venue, ticket selling platform, roster of available artists and moderator functionalities for each session.
  3. LICENSE TO THE SERVICES
    1. License to Software. During the Term, Homejam hereby grants to the Promoter and its authorized Users a non-exclusive, non-sublicensable, non-transferable license to use the Software solely to permit the Promoter and its Users to use the functionality contained within the Software for the promotion and moderating of live music sessions. 
    2. License Restrictions. Except as set forth in this Agreement and any Order Form and to the extent contrary by Applicable Law: the Promoter and its Users may not (i) make or distribute copies of the Software; (ii) alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form; (iii) sell, rent, lease, host or sublicense the Software; (iv) modify the Software, or create derivative works based upon the Software; (v) attempt to derive or gain access to the source code of the Software; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (vi) copy the Software or Services or any part, feature, function or user interface thereof; or (viii) remove any proprietary notices from the Services.
    3. Prohibition on Recording of Live Sessions. The Promoter and its Users agree not to either directly or through the use of any device, software, internet site, web-based service, or other means photograph, screenshot, screen share, copy, download, stream capture, reproduce, archive, distribute, upload, publish, modify, translate, broadcast, display, sell, transmit or retransmit any live session made available through the Service.  
    4. Third-Party Software. The Software contains third-party software that may be subject to their own licenses. These licenses may contain additional terms and conditions. The Promoter understands and acknowledges that such software is not licensed to the Promoter pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. The third-party software licenses are incorporated into this Agreement and by entering into this Agreement, the Promoter and its Users also accept these licenses.
    5. Reservation of Rights. Homejam reserves all rights not expressly granted to the Promoter in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Promoter or its Users any rights, title, or interest in or to the Software.
  4. REPRESENTATIONS AND WARRANTIES
    1. Homejam Representations. Homejam represents and warrants that (i) the Services will perform materially as described in the Terms of Use; (ii) it will monitor the activities of customers during each Session; and (iii) it will take commercially reasonable measures to ensure the Moderator’s safety and security in the event a customer/member makes libelous, threatening, abusive, harassing, tortious, indecent, obscene, menacing, offensive or otherwise unlawful remarks or actions towards the Moderator during a live music session.
    2. Promoter Representations. The Promoter represents and warrants that the use of the Services by the Promoter and its Users, directors, officers, employees, contractors, representatives and other agents will be consistent with this Agreement and comply with any Applicable Law. The Promoter represents and warrants that it has the right and capacity to enter into this Agreement, perform its obligations and allow Homejam to provide the Services.
  5. FEES AND PAYMENTS
    1. Fees. The Promoter shall: (i) pay Homejam the Fees (if any); and/or (ii) perform its obligations, as set forth in the Order Form, as consideration for Homejam’s performance of the Services.
  6. INTELLECTUAL PROPERTY
    1. Ownership of the Software. The Promote acknowledges that Homejam owns all right, title, and interest, including all intellectual property rights, in and to the Software. Nothing in this Agreement or the Order Form shall be deemed to convey to the Promoter any ownership rights in the Software.
    2. Promoter Data. Homejam acknowledges that the Promoter or its licensors are the owner of the Promoter Data. The Promoter hereby grants to Homejam a non-exclusive, royalty-free, non-transferable, limited right to use the Promoter Data provided to Homejam solely to perform Services pursuant to this Agreement. 
  7. DISCLAIMER AND LIMITATION OF LIABILITY
    1. DISCLAIMER. EXCEPT AS SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO PROMOTERS AND ITS USERS ON AN “AS IS” BASIS, WITHOUT WARRANTIES FROM HOMEJAM OF ANY KIND, EITHER EXPRESS OR IMPLIED. HOMEJAM EXPRESSLY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MEETING THE PROMOTER’S REQUIREMENTS, TITLE AND NON-INFRINGEMENT. HOMEJAM DOES NOT WARRANT THAT AN ARTIST WILL BE AVAILBLE FOR THE PROMOTER’S PREFERRED SCHEDULING OR THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED WITH NO WARRANTIES REGARDING SECURITY, RELIABILITY, PROTECTION FROM ATTACKS, ABSENCE OF MALICIOUS CODE, DATA INTEGRITY OR DATA AVAILABILITY. 
    2. No Indirect, Etc. Damages. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, special or consequential damages, (ii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law, arising out of or in any way related to this Agreement or the Services, even if advised of the possibility thereof.  
    3. Limitation of Liability. Except as otherwise specifically provided for under this Agreement, the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) arising out of or resulting from this Agreement shall not exceed the Fees paid or payable by the Promoter (if applicable) to Homejam under this Agreement in the preceding three (3) months.
    4. Reasonableness of Limitations. Homejam, the Promoter, Moderator and Users agree that the limitations contained in this Article ‎8 are reasonable in scope and form an integral part of this Agreement. 
  8. INDEMNIFICATION
    1. Indemnity by the Promoter. The Promoter shall defend, indemnify and hold Homejam, its directors, officers, employees, agents, contractors and affiliates, harmless from any losses, damages or liabilities, including all reasonable legal costs, that Homejam may incur as a result of or in connection with any third-party claim relating to or resulting from: (a) the use of the Services by the Promoter or its Users; or (b) any breach by the Promoter or its User of its obligations under this Agreement, including the obligation to comply with all Applicable Law. 
    2. Indemnity by Homejam. Homejam agrees to defend, indemnify and hold the Promoter, its Users, directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability, including all reasonable legal costs, that the Promoter may incur as a result of or in connection with: (a) any valid claim that the Services, Software or any portion of either infringes the intellectual property rights of any third-party; or (b) any breach by Homejam of Homejam’s obligations under this Agreement.
  9. TERM AND TERMINATION
    1. Term. The term of this Agreement (“Term”) shall commence on the Effective Date and continue until all committed or promoted sessions under the applicable Order Form(s) have been completed. Thereafter, this Agreement may renew for additional Terms (“Renewal Terms”) upon the submission of subsequent Order Form(s), unless terminated pursuant to this Agreement.
    2. Termination. Either party may terminate this Agreement: (i) by providing written notice to the other party with at least thirty (30) days written notice; or (ii) if the other party materially breaches this Agreement, including any failure to perform or make payments when due, and such other party fails to cure such breach in all material respects within fourteen (14) days after being given notice of the breach from the non-breaching party. Upon termination, the licenses granted to the Promoter and its Users in Section ‎4.1 shall terminate and the Promoter and its Users shall cease using the Software.
    3. Termination and Suspension Rights. Notwithstanding any provision of this Agreement, Homejam reserves the right, in its sole discretion, without any notice or liability to the Promoter, to (a) terminate the Promoter’s license to use the Software, or any portion thereof; (b) block the Promoter’s future access to all or any portion of the Software; (c) change, suspend, or discontinue any aspect of the Software; and (d) impose limits on the Software. 
  10. CONFIDENTIAL INFORMATION
    1. Confidential Information.Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Promoter’s Confidential Information includes the Promoter Data; Homejam’s Confidential Information includes the Software, the Services and the terms and conditions of this Agreement. 
    2. Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Section ‎11. 
  11. GENERAL
    1. Governing Law. This Agreement, any Schedules and all Order Form(s) attached hereto, shall be governed and construed by the laws of the State of California and the laws of the United States of America applicable therein, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. The parties hereto agree to submit all of their disputes arising out of, or in connection with this Agreement to the exclusive jurisdiction of the courts of the State of California.
    2. Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation Sections ‎7.1 (Intellectual Property), Section ‎8 (Disclaimer and Limitation of Liability), Section ‎9 (Indemnification), Section ‎10.2 (Termination), Section ‎11 (Confidential Information) and applicable provisions of Section ‎12 (General). 
    3. Dispute Resolution. All controversies or claims (“Disputes”) arising out of this Agreement shall first be negotiated in good faith by non-lawyer representatives of the parties. All Disputes that are not resolved within thirty (30) days of the initial notice to the other party shall be submitted to final and binding arbitration administered by the American Arbitration Association, with no right of appeal. The place of the arbitration shall be California. The language of the arbitration shall be English. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
    4. Relationship. Nothing herein shall be construed as implying an employment, partnership, or joint venture relationship between the Promoter and Homejam. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement.
    5. Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    6. Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to United States (USD) currency.
    7. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.
    8. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
    9. Assignment. The Promoter may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Homejam. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    10. Entire Agreement. This Agreement and all Order Form(s) constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.
    11. Fully Negotiated Agreement. Promoters and Homejam acknowledge and agree that all of the provisions of this Agreement have been fully negotiated, that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.
    12. Questions. If the Promoter has any questions regarding this Agreement or its use of the Services, please contact Homejam here: 

HOMEJAM

info@myhomejam.com