OFFstep Terms of Use

Last updated: June 8, 2023

Introduction

Welcome to the OFFstep website, located at http://www.offstep.com (the “Site”).

The following Terms of Use (the “Terms”) are a legally binding agreement between you, the potential user of this Site, (“You”, or “Your” or “Users”) and Verge Records International Inc., its licensees, affiliates, subsidiaries, and assignees (collectively referred to as “OFFstep”, or “We” or “Us”).   

Your access and use of the Site, its content, information, and the various products and services offered through OFFstep through the Site (collectively the “Service”) are conditioned upon your acceptance without modification of these Terms, and the OFFstep Privacy Policy (the “Privacy Policy”), any additional terms and rules applicable to specific functions and offerings of the Service that may be published on the Site (the “Supplementary Terms”) the OFFstep Distribution Agreement and its exhibits (the “Distribution Agreement”).  The Privacy Policy, Supplementary Terms and Distribution Agreement are deemed incorporated into and shall be collectively understood to be part of the “Terms” by reference.

IF YOU DO NOT AGREE WITH TERMS IN THEIR ENTIRETY, PLEASE DO NOT ACCESS THE SITE.

Modification of the Terms

OFFstep may, at its sole discretion, modify these Terms at any time.  If we do, we will bring it to your attention by placing a notice on the Site and/or by sending you an email communication that you provided to us when setting up your account.  If you don’t agree with the revised Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Service in any way after a change to the Terms is effective, that means you agree to all of the revisions made by OffStep to the Terms.

Your Eligibility to Use the Site and Service

Access to the Site and Service is restricted to individuals who can lawfully enter into and form contracts under applicable law – which in most jurisdictions is the age of 18.

If you are under the age of 18, but at least 13 years of age, you may use the Site and/or Services only under the supervision of a parent or legal guardian who agrees to be bound by the Terms.

The Site and Services are not intended for children under the age of 13. 

By accessing the Site and using the Services, you represent that you meet the eligibility requirements stated above, and: (i) you are acting in your in your right and capacity; or (ii) you have the full authority on behalf of the User to legally bind the User to the Terms and to agree to these Terms on behalf of the User.

Using the Site and Services

You agree to access the Site and use the Services only for purposes that are permitted by (a) the Terms (including but not limited to the OFFstep Distribution Agreement and Supplementary Terms); and (b) in compliance with all applicable privacy, data protection, intellectual property laws and regulations in the relevant jurisdictions.   If your use of the Services is prohibited by applicable laws, then you are not authorized to access the Site or use the Services. OFFstep will not be responsible in any manner for your use of the Services in a way that violates the laws in the country in which you reside.  

In addition, you agree not to access (or attempt to access) the Site or any of the Services by any means other than through the interface that is provided by OFFstep, unless you have been specifically allowed to do so in a separate agreement with OffStep. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including the use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You agree that you will not engage in any activity that interferes with or disrupts the Site or Services (or the servers and networks that are connected to the Services). Unless you have been specifically permitted to do so in a separate agreement with OFFstep, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose.

The Limitations to Your Rights to Use the Site and Services

Subject to your compliance with these Terms, OFFstep grants you a personal, limited, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for its intended purposes.

This license does not include the right(s) to:

  • Download, reproduce, distribute, redistribute, retransmit, publicly communicate, collect, or use information or materials contained on the Site for purposes not expressly authorized by OFFstep,
  • Create derivative works based on the Site and its contents or any third-party content available via the Site,
  • Download or copy the Site (other than page caching).

If you use the Site or any of the Services in a manner that exceeds the scope of this license or breaches these Terms, OFFstep may revoke the license granted to you, disable your account, and prevent you from using the Site or Services.

OFFstep and its licensors solely and exclusively own all intellectual property and other right, title, and interest in and to the Site and Services, except as expressly provided for in this Agreement. You will not acquire any right, title, or interest therein except as otherwise expressly set forth in this Agreement. OFFstep may modify the Site and/or Services at any time with or without prior notice to you and will incur no liability for doing so.

Your Account Registration

In order to use the Site and Services, you may be required to sign up for an account with OFFstep and provide certain information about yourself on the account registration form, and make payments. You represent and warrant that all required registration information you submit is truthful and accurate (including your legal name and personal email), and that you will maintain the accuracy of such information.  You may not select as your username a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account, and of notifying OFFstep of any unauthorized use, or suspected unauthorized use of your account, however, OFFstep cannot and will not be liable for any loss or damage arising from unauthorized access to your account.

You acknowledge and agree that if OFFstep disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content that is contained in your account.

Fees & Billing

  1. General.  Depending on your budget and the type of services you would like, as a condition to access and use the Service, you will be required to purchase a recurring annual subscription fee (“Subscription Fee”) when you first set up and register an account with OFFstep. 

The Subscription Fee covers various Content distribution, maintenance, reporting, and artist support services expenses incurred by OFFstep on your behalf.  The performance of such work by OFFstep represents a principal part of OFFstep’s services to you. Please see OFFstep Pricing – A Plan for Everyone for the available pricing plans. 

OFFstep reserves the right at any time to change its prices and billing methods upon notice to you in the Service and by email, which changes will come into effect on the first day following the end of the previous twelve (12) months from the Service Commencement Date (as defined below).

  • Service Commencement Date. You will be responsible for payment of the applicable Subscription Fee for the tier of Service selected by you at the time you create your account (“Service Commencement Date”).
  • The Subscription Fee.   As a condition to accessing and using the Service, you agree:
    • To pay the Subscription Fee in accordance with the fees and billing terms in effect at the time the Subscription Fee is due or payable.  To provide OFFstep’s Third Party Payment Processor (as defined above) with a valid credit card or debit card number accepted by us, (“Payment Method“).  The Payment Processor Agreements shall govern your use of the Payment Method, and you must refer to those agreements, not this Agreement, to determine your rights and liabilities related to payments made via the Payment Method. By providing OFFstep with your credit card or debit card number or PayPal account and associated payment information, you agree that OFFstep is authorized to immediately charge you for the Subscription Fee due and payable to OFFstep hereunder and that no additional notice or consent is required. To immediately notify OFFstep of any change in your billing address or the credit card, debit card, or PayPal account used for payment hereunder.  We may also receive updates to your Payment Method from the Payment Method provider.  If such changes or updates to your payment information occur after a renewal of your subscription for which OFFstep has not received payment, we may also change your subscription period.  Following any change or update, whether made by you or by us, you authorize us to continue to charge the applicable method of payment.You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of the Service by you or anyone else using your account and/or as a result of any portion(s) of income that may be paid by you to a third party.
    • If you do not provide a valid Payment Method, your service may be disconnected or interrupted at OFFstep’s sole discretion.
  • Cooling-off Rights for UK and EU Users. If you are based in the UK or EU, you may also cancel the following during the specified time period (each a “Cooling-off Period“): (a) your subscription to the Service, within the first 14 days of signing up to that paid plan (or the free trial associated therewith) or upgrading your plan (when applicable). If you cancel your subscription, upgrade, or any purchase during a Cooling-off Period, we will reimburse in full the applicable payment you have made. However, if you use the Service in any way during a Cooling-off Period (e.g., e), you agree that you have expressly agreed to waive your cancellation rights and you will not be entitled to receive either a full or partial refund of the applicable payment you have made. If you sign-up for a free trial you acknowledge that the relevant Cooling-off Period commences on the date of commencement of the free trial, and not on the date of OFFstep charging the Subscription Fee in accordance with this Agreement; however, your cancellation and refund rights will not be lost by your use of Services for the purposes permitted within that free trial (e.g., auditioning, liking and organizing samples) during this Cooling-off Period.

Third-Party Sites and Services

OFFstep may use third parties to provide certain services accessible through the Site.  You acknowledge that OFFstep does not control these third parties’ sites or their services. You acknowledge and agree that OFFstep is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available on such third-party sites and services.   You further agree that OFFstep will not be liable to you in any way for your use of any third-party site or services.

These third parties may have their own terms of use and other policies. For example, YouTube’s Terms of Service governs the access and use of the YouTube service.    You must comply with such terms and policies in addition to the Terms herein.  If any such terms or policies conflict with these Terms or any other agreement or policy of OFFstep, you must comply with the Terms or the OFFstep agreement or policy, as applicable.

OFFstep’s Privacy Policy

By accessing and using this Site and the Services you agree to OFFstep’s collection, use, and disclosure of your personal information in accordance with the OFFstep Privacy Policy

Prohibited Uses of the Site and Service

Except as may be expressly permitted by OFFstep, you may not:

  • Interfere with the Services and/or Site by using viruses or any other programs or technology designed to disrupt or damage any software or hardware.
  • Modify, create derivative works from, reverse engineer, decompile, or disassemble any source code and/or technology used to provide the Services and/or Site.
  • Use a robot, spider, or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet “search engine,” hit counters, or similar technology.
  • Collect email addresses or other information from third parties by using the Services and/or Site.
  • Sell, license, or assign any data gained from the Services to any third party.
  • Impersonate another person or entity.
  • Use any meta tags, search terms, key terms, or the like that contain OFFstep’s name or trademarks.
  • Engage in any activity that interferes with another user’s ability to use or enjoy the Services and/or Site.
  • Assist or encourage any third party in engaging in any activity prohibited by this Agreement.
  • Rent, transfer, assign, resell or sublicense access to the Services to any third-party.
  • Combine or integrate the Services with hardware, software, or other technology or materials not provided by OFFstep.
  • Use the Services to violate any law and/or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
  • Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Site, or any features that prevent or restrict the use or copying of any part of the Site.
  • Attempt to gain unauthorized access to the Site or any part of it, other accounts, computer systems, or networks connected to the Site or any part of such accounts, systems, or networks, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.

OffStep’s Proprietary Rights and You

The Site and the content, marks, logos, and other materials on the Site (“Site Content”) are protected by copyright, trademark, and other laws of the United States and other applicable laws in the rest of the world and international treaties.   All trademarks, logos, and service marks displayed on the Services are either OFFstep’s property, or the property of third parties, and therefore you are not permitted to use them without prior written consent of the owner. 

OFFstep or its licensors retain all right, title and interest throughout the World and in perpetuity, in and to the Site Content, the Services, and all related intellectual property rights.  Related intellectual property rights include rights in the Site Content, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, products, software, services, proprietary information, service marks, trademarks, trade names, distinctive information (such as logos), the selection, sequence, “look and feel” and arrangement of items, and all other elements of the Site that are provided by OFFstep.

You may not copy, distribute, publicly perform, publicly display, digitally perform, or create derivative works from any copyrighted work made available or accessible via the Services, nor acquire any rights to them or register the same.

You further agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices), which may be affixed to or contained within the Site and Services. Unless you have been expressly authorized to do so in writing by OFFstep, you agree that in using the Services, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

Your Representations and Warranties to OffStep

You warrant and represent that:

  • You have the full power and authority to enter into and perform the obligations specified in these Terms, which you acknowledge, is a valid, legal, and binding agreement between you and OFFstep.
  • Your use of the Site and/or Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations.
  • There are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your content or materials furnished to OFFstep by you in connection with the Site and/or the Services.
  • OFFstep will not be required to make any payments to any third party in connection with your use of the Services and/or Site.
  • The content and materials furnished by you to OFFstep via the Site and/or in connection with the Services do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
  • You are using the Site exclusively for personal purposes, and you will not use the Site for commercial purposes, except on the specific permitted cases or when OFFstep expressly permits.
  • You own, or have the necessary licenses, rights, consents, and permissions to use and authorize OFFstep to use, all trademark, copyright, or other proprietary rights in and to any and all content you provide to enable the inclusion and use of such content in the manner contemplated in this Agreement.
  • You will refrain from including meta tags related to trademarks, service marks, or marks of property of OFFstep in websites that you own or are responsible for.
  • You will refrain from reproducing, in whole or in part, the Site on other websites.
  • You will refrain from displaying the Site or the sites that are accessible through the Site inside an iFrame or embedding in any way the Site in any other third-party website or desktop or mobile applications and/or hiding or modifying OFFstep’s or third-party contents, advertising spaces and trademarks displayed on the Site in any way.
  • You will refrain from including links that redirect to this Site in private or commercial websites, that are not limited solely and exclusively to giving access to the homepage of this Site.

Your Indemnifications to OffStep.

To the fullest extent allowed by applicable law, you agree to indemnify and hold OFFstep, its parent company, affiliates, directors, officers, agents, employees, licensors and partners (“OFFstep Entities”) harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. c) your violation of any portion of the Agreement, or any applicable law or regulation; (d) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right or (e) any dispute or issue between you and any third party Further to your indemnifications above, OFFstep will have the right to control the defense, settlement, and resolution of any claim for which you must indemnify OFFstep at your sole expense and for which you must cooperate with OFFstep in every step of the process. You may not settle or otherwise resolve any claim in OFFstep’s name unless you have OFFstep’s express written permission. Disclaimer of Warranties.

TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE, THE SITE, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) OFFSTEP DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. OFFSTEP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT UPLOADED OR ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OFFSTEP OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FROM TIME TO TIME, OFFSTEP MAY OFFER NEW “BETA” FEATURES, PRODUCTS OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES, PRODUCTS OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT OFFSTEP’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES, PRODUCTS OR TOOLS.

YOU ACKNOWLEDGE AND AGREE THAT THE OFFSTEP ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE OFFSTEP ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY PLATFORMS, THIRD PARTY PAYMENT PROCESSORS, AND OPERATORS OF THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

Limitation of Liability and Indemnifications

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OFFSTEP ENTITIES (as such term is defined above) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OFFSTEP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE OFFSTEP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF AMOUNTS YOU HAVE PAID TO OFFSTEP, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US, OR $100.00

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR UK USERS, OFFSTEP DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY OFFSTEP’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.

You hereby release OFFstep Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Third-Party Platform or Processor of any kind arising in connection with or as a result of the Agreement or your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states,

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.“

The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by an OFFstep Entity or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Service provided hereunder.

Termination

Subject to the termination provisions located in the OFFstep Distribution Agreement, OFFstep may at any time terminate your access and use of the Site and Services if it determines in its sole and exclusive discretion, that you have breached the Terms.  OFFstep may also terminate this agreement with you if OFFstep is legally required to do so (e.g., when a provision of Services provided by OFFstep is, or becomes, unlawful); or if the partner(s) with whom OFFstep offered the Services to you has terminated its relationship with OFFstep or ceased to offer the Services to you; or the provision of the Services to you by OFFstep is, in OFFstep’s opinion, no longer commercially viable.

You are free to stop using the Services and to terminate your agreement with OFFstep at any time, by contacting us at support@offstep.com; please refer to the OFFstep Distribution Agreement for specific details on terminating your agreement with OFFstep and to our Privacy Policy, as well as the licenses described herein, to understand how we treat information you provide to us after you have stopped using our Services. Account termination may result in the destruction of any Content associated with your account without any further liability to you. 

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Notices

All notices required or permitted to be given under the Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to OFFstep, you must use the following addresses: Verge Records International, Inc., 611 Commerce Street, Suite 3109, Nashville, TN 37203, or legal@offstep.com. If OFFstep provides notice to you, OFFstep will use the contact information provided by you to OFFstep. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement and that the email address(es) provided or associated with your OFFstep account in the Site are utilized solely by you, and therefore all communications, authorizations, and approvals made through and to such email are made directly by and to you, and accordingly, it is your responsibility to update such information in your Site account.

Dispute Resolution

You and OFFstep agree that any dispute, claim, or controversy arising out of or relating to the Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Site and/or Services (collectively, “Disputes”) will be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “Rules”), as modified by this Agreement, except that OFFstep retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and OFFstep are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and OFFstep otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and OFFstep agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearances by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

OFFstep respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. OFFstep will promptly remove or disable materials from the Site that OFFstep believes in good faith, following its receipt of notice in accordance with the requirements below, that the materials infringe a third party’s rights. Whether or not OFFstep disables access to or removes materials, OFFstep may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that OFFstep has received notice of an alleged violation of intellectual property rights or other violation. OFFstep may also, in its discretion, terminate the accounts of repeat copyright infringers, accounts engaged in any type of streaming manipulation tactics (e.g., any act of artificially inflating views, streams, follows, and/or sales that would generate revenue from digital stores against their terms of service), or of those who post inaccurate, misleading, or unlawful content. Notwithstanding the foregoing, if OFFstep decides to terminate the account due to these reasons, you accept that you won’t have the right to claim any reimbursement (of fees or otherwise), nor the right to receive any royalties from the exploitation of the infringing and/or fraudulent content. Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Procedure for Reporting Claimed Infringement on the Site

If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice, pursuant to the Digital Millennium Copyright Act  (17 U.S. Code §512 – hereinafter referred to as the “DMCA”)containing:

  1. Your name, telephone number, address, and e-mail address; and
  2. A description of the copyrighted work that you claim has been infringed; and
  3. A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site; and
  4. 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; and
  5. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  6. Your electronic or physical signature.
  7. Please submit your notice to OFFstep as follows:
  8. By Email:               legal@offstep.com;
  9. By US Mail:            Verge Records International, Inc

Attn: Copyright Infringement Claims
Ritholz Levy Fields
131 S 11th St, Nashville, TN 37206

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Counter Notice to Restore Removed Content onto the Site

If you believe that a notice of copyright or other infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the DMCA by providing OFFstep with a written notice which contains:

  1. Your name, telephone number, address, and e-mail address; and
  2. Identification of the material removed from the Site or to which access has been disabled; and
  3. A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified; and
  4. A statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) if your address is located outside the United States, any judicial district in which OFFstep may be found and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent; and
  5. Your physical or electronic signature.
  6. Please submit your notice to OFFstep as follows.
  7. By Email:                legal@offstep.com
  8. By US Mail:             Verge Records International, Inc

Attn: Copyright Infringement Claims
Ritholz Levy Fields
131 S 11th St, Nashville, TN 37206

A party submitting a Counter Notification should consult with a lawyer and/or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

Please note that OFFstep does not offer legal representation services and that the information presented here is not legal advice nor does it purport to advise on the legal merits of your claim or counterclaim. We present this information for informational purposes only.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides that “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [our] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” 17 U.S.C. § 512(f).Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.  The foregoing is not intended to provide you with legal advice.

OFFstep reserves the right to seek damages from any party that submits a false notification of claimed infringement or a false counter notice to restore content in violation of applicable Federal or State laws.

Export Controls

You may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S. trade sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea and Donetsk People’s Republic of Luhansk People’s Republic regions of Ukraine (the “Sanctioned Countries“), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List (the “Restricted Party Lists“). By using the Service, you represent and warrant that you are not, and are not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. You also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical, or biological weapons.

Miscellaneous

  1. The Terms will be binding upon each party hereto and its successors and permitted assigns and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles.
  2. Only if the Disputes Resolution clause is deemed to be null and void, then all disputes arising between you and OFFstep under the Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you and OFFstep hereby submit to the personal jurisdiction and venue of these courts.
  3. This Agreement will not be assignable or transferable by you without the prior written consent of OFFstep. v may freely assign or transfer any rights granted by you to it under the Terms.
  4. The Terms (including all of the policies and other agreements incorporated by reference) contain the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.
  5. No failure or delay by a party in exercising any right, power, or privilege under the Terms will operate as a waiver thereof.
  6. No agency, partnership, joint venture, or employee-employer relationship is intended or created by the Terms.
  7. The invalidity or unenforceability of any provision of the Terms will not affect the validity or enforceability of any other provision of the Terms, all of which will remain in full force and effect.
  8.  The headings used in the Terms are for convenience only and shall not be deemed to limit or affect any of the provisions hereof.
  9. The Services are hosted and operated in the United States of America and OFFstep makes no representation that any content is appropriate for access outside of the United States, and those who choose to access the Services from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.