Effective August 15, 2022

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Introduction. 

 

This website, www.discoversooner.com, its sub-domains, and all software, feeds, and services provided therein, or through affiliated third parties (individually and collectively, the “Site”) are published and maintained by Sooner, LLC., a Tennessee Limited Liability Company (“Company”, “Us”). Please read the following terms of service (“Terms”) fully and carefully before using the Site. These Terms constitute a legally binding agreement and exclusively govern the use of the Site by users (“You”, “Your”), without limitation.

The Terms include and hereby incorporate the following guidelines and policies (click the links below to view):
•    Community Guidelines
•    Privacy Policy
•    Cookies Policy
•    Cancellation Policy

Access to Site; Use of Service. 

 

By clicking “Sign Up”, “Join Sooner”, or otherwise accessing, browsing, contributing, viewing, registering, or using the Site and/or Service, You unconditionally accept and agree to be bound by the Terms. If You do not agree to these Terms, You are not granted permission to enter into or use the Service for any purpose, and You must immediately cease using and leave the Site and Service.

The Terms are effective as of and were last updated on January 1, 2020. Company reserves the right to modify, alter, amend, or update the Terms (including the Community Guidelines, Privacy Policy, and/or Cookies Policy) at any time without notice in Company’s sole and absolute discretion, and such new Terms will immediately take effect upon Company posting such new Terms on the Site. You are encouraged to frequently visit the Site from time to time to review current Terms. Notwithstanding the foregoing, Company may attempt to notify You in advance of any changes to the Terms. Notice of any new or revised Terms will appear online at www.discoversooner.com/terms-of-service. Your continued use of the Site and/or Service following any changes to the Terms shall be deemed Your acceptance of all changes and Your agreement to be bound by the most current Terms. Changes to the Terms shall not be retroactive. If You object to any changes to the Terms, You may close Your Account in accordance with Company’s Membership Cancellation Policy. Any questions, requests for assistance, thoughts, or complaints regarding the Terms can be directed to Company at: staff@discoversooner.com.

 

Registered users of our Services are “Members” and unregistered users are “Visitors”. Visitors’ access to certain functions of the Site or to the Services may be limited as described on the Site and/or in accordance with Company’s then-current policies.

 

As a Visitor or Member of our Services, the collection, use and sharing of Your personal data is subject to these Terms (including our Cookie Policy and other documents referenced in these Terms) and any periodic updates to such Terms.

 

The Service. Company’s mission is to connect songwriters with each other as well as music industry professionals via the Service. The “Service” shall be as described in this section. Company provides an online platform where: i) Members, Visitors, and music industry professionals can discover, connect, and message with each other; ii) Members can discover, connect, and message other Members; iii) Members may “Request A Referral” from Company’s network of music industry professionals; and iv) Members may request that Company set up their profile based on information such Member provides Company; Members can purchase products and services from music industry professionals. The Company also provides “Service Extensions” where i) Members, Visitors and music industry professionals can meet online or in-person for the purpose of career development.  

 

The Service is accessible worldwide, unless otherwise specified by Company. Company makes no representation that the Service is suitable for use in any location. Content may not be available in Your particular country, state or locality, and the reference to any Content within the Service does not imply or warrant that the Content will be available at any time in Your particular location. Those who access the Service do so at their own volition and are responsible for compliance with local laws.

 

The Service allow messaging and sharing of information in many ways, such as your profile, articles, group posts, links to news articles, job postings, messages, and so-called InMails. Content that You share or post may be seen by Members, Visitors, and others (including off of the Site). Where Company makes settings available, Company will honor Your choices regarding who can see Content (e.g., message content to Your addressees, sharing Content only to Company connections, restricting Your profile visibility from search engines, or opting not to notify others of profile updates). 

 

Service Eligibility. The “Minimum Age” to use the Service is 16 (unless any law requires that You must be older than 16 in order for Company to legally provide the Service to You without parental consent (including use of Your personal data) in which case the Minimum Age shall be such older age required by law). To use the Service, You expressly agree and represent that: i) You are the Minimum Age or older; ii) You will have only one Company Account which must be in Your real name (unless any alias or “p/k/a” is approved by Company upon Your written request); iii) You are not already restricted by Company from using the Service. Creating an Account using false information is a violation of Company’s Terms and may result in Your removal from the Site.  

 

Intellectual Property. 

 

Copyrighted Content.

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Your inclusion of photographs and/or music in any form of audio or video, constitutes Your agreement to release, indemnify and hold harmless Company and its employees, members and/or managers, officers, attorneys, agents and representatives from and against any claim, including, without limitation, of copyright infringement or other misappropriation, arising from any acts or omissions in connection with Your inclusion.

Content; Rights of You and Company.

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As between You and Company, Company owns, licenses, or is authorized to use or exploit all information (as defined below), audio, video, images, software, text, scripts, artwork, trademarks, service marks, data, proprietary rights, and other materials, including, without limitation, the selection, coordination, arrangement, and organization of all material, found on the Site (the "Content"). For the avoidance of doubt, the foregoing does not imply that Company owns the copyright in or to any user-generated content and Company acknowledges that the author of such user-generated content is the exclusive owner of the same and Company’s rights thereto are a non-exclusive license as contemplated by these Terms.

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The Site, Service, and Content are protected by, without limitation, the United States Copyright Act, the Lanham Act, various international conventions and treaties, and other applicable international copyright, trademark, and intellectual property laws. Third parties and not Company may hold copyright, trademark, and other proprietary rights in and to certain Content. You shall not copy, capture, reproduce, remove, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit, in whole or in part, the Site, Service, Content, or user-generated content (such as third-party information), unless otherwise explicitly permitted by these Terms or law. Any unauthorized activities that infringe upon the intellectual property rights of Company, or its affiliates (such as third-party content providers), is expressly prohibited, and all rights in and to the Content are expressly reserved to the respective owner of such Content. Nothing contained in the Terms should be construed as granting, by implication or otherwise, any license or right to use any Content without the express written permission of Company, or its affiliates. Any unauthorized use of the Content, except as explicitly authorized by these Terms, is strictly prohibited and may subject You to civil liability under copyright laws, trademark laws, the laws of publicity or privacy, and other civil and criminal statutes, rules, or regulations.

 

Biographical Information; Name and Likeness.

 

By submitting biographical information, photographs, audio, and/or video files (collectively, “information”), through the Service, users hereby grant Company, and its affiliates, a worldwide, non-exclusive, perpetual, royalty-free license to access, advertise, display, exhibit, perform, promote, use, view, and otherwise exploit the information in connection with the Service and its advertisement, and to use Your name (or any name later adopted or otherwise used by You) and likeness either alone or in association with Company’s trademarks in order to promote Company’s Site and Service and to denote You as a “Sooner Songwriter”, “Sooner Publisher” or “Sooner Music Industry Professional” or variations thereof.. 

 

Your License to Company.

 

With regard to the Content, You hereby grant to Company the following non-exclusive license:

A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish and process Content that You provide through Company’s Site and/or the sites or services of others, without any further consent, notice and/or compensation to You or others. These rights are limited in the following ways:
 
You can end this license for specific Content by deleting such Content from the Services, or generally by closing Your Account in accordance with the Membership Cancellation Policy, except (a) to the extent You shared the Content with others as part of the Service and they copied, re-shared, or stored the Content and (b) for the reasonable time it takes to remove from backup and other systems.
 
We will not include Your Content in advertisements for the products and services of third-parties to others without Your separate consent. However, We have the right, without payment to You or others, to serve ads near Your Content, and Your social actions may be visible and included with ads, as noted in the Privacy Policy. If You use a Service feature, We may mention that with Your name or photo to promote that feature within our Services, subject to Your consent settings.
 
Company will obtain Your consent prior to granting others the right to publish Your Content beyond the Services. However, if You choose to share Your post as "public", Company will enable a feature that allows other Members to embed that public post onto third-party services, and Company enables search engines to make that public Content findable through their sites and services. 
 
Company may edit and make format changes to Your Content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata); however, Company will not modify the meaning of Your expression.
 
Because You own Your Content and Company only has non-exclusive rights to such Content, You may choose to make it available to others, including under the terms of a Creative Commons license.
 
You and Company agree that if Content includes personal data, it is subject to Company’s Privacy Policy.
 
By submitting suggestions or other feedback regarding our Services to Company, You agree that Company can use and share (but does not have to) such feedback for any purpose without compensation to You.
 
You agree to only provide Content that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that Your profile information will be truthful. Company may be required by law to remove certain information or content in certain countries.

 

Representations; Restrictions; Disclaimers. 

 

The Terms are written in English (USA). Company may make these Terms available to You in languages other than English through third-party translation services, such as Google Translate. Such translations of any materials into a language other than English are intended solely as a courtesy to You and for the convenience to non-English reading users. Company does not warrant or represent the accuracy of any such translations, and You acknowledge that such translations may contain differences due to the difficulty in translating languages. You acknowledge and agree that the English (USA) version of the Terms found on www.discoversooner.com/terms-of-service shall be the controlling version of the Terms in the event of a discrepancy and shall exclusively govern the entire relationship between Company and You.

 

The Site and/or Service may contain links to third-party content, including, without limitation, other websites, for the convenience of visitors or for advertising purposes, which Company has not reviewed. Company linking to third-party content does not imply an advertisement or endorsement of any service, product, or otherwise, provided by such third-party. Company is not responsible for any third-party content linked to or from the Service and expressly disclaims, without limitation, any responsibility for any third-party content, the accuracy of any information found on any third-party website, or the quality of products of services provided by or advertised on such third-party website. Your use of any third-party content is at Your own risk, and subject to the terms and conditions of such third-party’s website. Company encourages You to review the terms and conditions and privacy policy of any third-party website that You visit.

Company may change, suspend or discontinue any of the Service. Company is not obligated to publish any Content on the Site and may remove any Content with or without notice. Company may also modify our prices effective prospectively upon reasonable notice to the extent allowed under the law. Company does not promise to store or keep showing any Content that You have posted. Company is not a storage service. You agree that Company has no obligation to store, maintain or provide You a copy of any Content that You or others provide, except to the extent required by applicable law and as noted in Company’s Privacy Policy.

 

By using the Service, You may encounter Content or other information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Company generally does not review Content provided by Company’s Members or others. You agree that Company is not responsible for others’ (including other Members’) Content. We cannot always prevent this misuse of Company’s Services, and You agree that Company is not responsible for any such misuse. You also acknowledge the risk that You or Your organization may be mistakenly associated with Content about others when Company notifies connections and followers that You or Your organization were mentioned in the news. 

 

Company may help connect Members offering their services with Members seeking services. Company does not perform nor employ individuals to perform these services. You must be at least 18 years of age to offer, perform or procure services under this paragraph. You acknowledge that Company does not supervise, direct, control or monitor Members in the performance of services and agree that: i) Company is not responsible for the offering, performance or procurement of any such service, ii) Company does not endorse any particular Member’s offered services, and iii) nothing shall create an employment, agency, or joint venture relationship between Company and any Member offering services. If You are a Member offering services, You represent and warrant that You have all the required licenses and will provide services consistent with our Professional Community Policies.

Company may help You register for and/or attend events organized by Members and connect with other Members who are attendees at such events. You agree that: i) Company is not responsible for the conduct of any of Member or other attendees at such events, ii) Company does not endorse any particular event, iii) Company does not review and/or vet any event, and iv) You will adhere to these Terms insofar as they apply to such events.

Accounts.

 

In order for You to access some or all of the Service, You must create a Company account (“Account”). You may do this on Company’s website at the following address: www.discoversooner.com. When creating an Account, You will be directed to where You may review these Terms before You are permitted to register.

When registering an Account, You must provide Company with accurate and complete information, which may include, but is not limited to, Your legal name, email address, and telephone number (“Data”). Company will use, store, and share Your Data in accordance with Company’s Privacy Policy. 

You are also required to authenticate Your Account through entering a username and password prior to Your use of the Service. You are solely responsible for activity that occurs on Your Account, keeping Your username and password secure, and You must notify Company immediately upon any breach of security or unauthorized use of Your Account. If You use the Service on a public computer, or unprotected mobile device, You acknowledge it is Your responsibility to log out of the Service. You hereby agree to: i) use a strong password and keep such password confidential; ii) not transfer and/or share any part of Your Account (e.g., connections); and iii) follow applicable laws as well as these Terms and any other guidelines and policies of Company.

Through creating an Account, or otherwise using the Service, You authorize Company, from time to time, to electronically communicate with You in order to provide information concerning Your Account or the Service. Company may use the Content and/or other data You provide to make recommendations for connections, content and/or features that may be useful to You. 

You may cancel Your Account at any time in accordance with Company’s Membership Cancellation Policy. Cancellation of Your Account will also terminate Your access to certain Content. Regardless of Account cancellation, You remain liable to Company for all amounts due to Company pursuant to Your use of the Service.

Company reserves the right to terminate a user’s Account and/or access to the Service if a user is determined, in Company’s sole discretion, to violate the Terms herein, or for any reason whatsoever or for no reason. Regardless of Account termination, You remain liable to Company for all amounts due to Company pursuant to Your use of the Service. Company reserves the right to limit Your use of the Site and/or Service, including the number of Your connections and Your ability to contact other Members. Company reserves the right to restrict, suspend, or terminate Your Account in the event You breach these Terms, break the law, or misuse the Site and/or Service.

As between You and others (including Your Employer) and Subject to these Terms, Your Account belongs to You. However, if the Service was paid for by a third-party for Your use, such third-party has the right to control access to and receive reports on Your use of the Service but shall have no other right(s) in and to Your Account. 

Use of Service.

Subject to Your full compliance with all Terms and full payment of all fees and charges pursuant to Your use of the Service, Company grants You permission to access and use the Service. Company reserves the right, in Company’s sole discretion, change how it operates the Service at any time for any reason whatsoever. Generally, You may access Content on, and submit Content to, the Service. You are solely responsible for Your use of the Service and for data and/or other user-generated content You may submit to the Site.

Company strives to provide accurate descriptions of all users and encourages its users to provide accurate descriptions of all Data and information uploaded or submitted to the Service; however, Company does not warrant the descriptions of all user-generated content are complete, error-free, or accurate. Notwithstanding the foregoing, every attempt is made to provide You with complete, error-free, and accurate information. If You believe there are any mistakes or discrepancies, please contact Company at staff@discoversooner.com.

Company does not endorse, nor offer any opinions, on any Content submitted to the Service by a user or other affiliate, nor does Company endorse or offer any opinions on the content contained. You also understand that by using the Service, You may encounter user-generated content (including information) You or the general public may deem offensive, indecent, or objectionable. Company does not review all Content on the Service and is not liable to You for any offensive, indecent, or objectionable Content.

 

Company may add, change, discontinue, remove, or suspend user-generated Content (including information) posted to the Service at any time, without notice to You and without any liability.

 

Company makes no representation that use of the Service guarantees any result without limitation.

 

Payment.

By using the Service, You expressly agree that Company is authorized to, and may, charge You any applicable fees in connection with the Service, taxes associated therewith (including but not limited to foreign exchange fees), and other charges that may occur through Your use of the Service. Such fees and charges in connection with Performances will be automatically charged to Your Account at the time of occurrence. Failure to pay any fee will result in the termination of Your Account or access to Member Services in Company’s sole and unrestricted judgment. Company shall calculate taxes payable by You based on the billing information provided by You. 

Sometimes, You may pay Company via third-party payment services, such as Apple Pay, Paypal or Google Wallet, and You agree to abide by any third-party terms of service in regards to such third-party payment services. You agree to pay all fees and charges to Company in a timely manner. You shall have the option of selecting a payment method within Your Account and agree Company may store any payment information You supply to Company, including, without limitation, credit card numbers.

Refunds will be extended in Company’s sole discretion. Company may, from time to time, offer promotional credits, free trials, or rebates. All promotional credits, free trials, or rebates extended by Company, or its affiliates, to You are for Your own personal use and are non-transferrable.
Company may, from time to time, use various technologies to verify Your compliance with the Terms and You consent to Company using any monitoring or other analogous technology associated with monitoring Your access to the Service.

If You purchase a subscription for Member Services, Your submitted payment method shall be automatically charged at the start of each subscription period for any fees and taxes applicable for that period. To avoid any charge, You must cancel Your subscription in accordance with Company’s cancellation policies. 

Representations and Restrictions.

You accept and agree to abide by all Terms herein and are under no disability, or other restriction, which prevents Your ability to enter into, perform in accordance thereof, and comply with all Terms herein, as well as the terms of any and all agreements into which You enter in Your individual capacity or on behalf of a company, organization, band, or group, as applicable.

You hereby warrant and represent that You have the authority to enter into agreements on behalf of Your company organization, band, or group, as applicable, including but not limited to these Terms and any agreements into which You enter via the Service.

You hereby warrant and represent You are at least the Minimum Age. If You are under the Minimum Age, You may not, under any circumstance, create an Account or use the Service.

Your use of the Service is at entirely Your own risk and the Service is provided for “as is” and “with all faults.” Company shall have no liability to You whatsoever in the event any virus or other harmful component infects, harms, or causes damages to Your computer, cell phone, tablet, or other electronic equipment with which You access or view the Service.

You hereby warrant and represent to Company that You own all information and any other user-generated Content You upload or otherwise submit to the Site and Service and that nothing You upload or otherwise submit to the Site and Service shall infringe upon the intellectual property or other proprietary rights of any third-party. You warrant and represent that You understand Company’s policy is to respond to notices of alleged copyright infringement and terminate Accounts of repeat infringers according to the process set out in the Digital Millennium Copyright Act (DMCA), as set forth above.

You agree that Your use of the Service will not violate any law or regulation, including, without limitation, copyright laws, trademark laws, patent laws, trade secret laws, and publicity and privacy laws, or interfere with any third-party's use and enjoyment of Service.

You warrant and represent that You have all necessary licenses, rights, consents, and permissions to publish information and any other user-generated content You submit to the Service, and that You will not upload or display any information or other user-generated content for any purpose not specifically referenced in the Terms.

It is strictly prohibited to post or transmit any unlawful, threatening, or infringing material or impersonate any persons while using the Service. Company shall have no liability to You for any inaccurate information provided by a user of the Service to Company. Company shall have no liability to You for any inaccurate information provided by a user of the Service to Company.

You represent, warrant, and agree that You will not, via the Service or otherwise, cause damage to the Service or impair the availability or accessibility of the Service, in any way which is fraudulent, unlawful, illegal, or harmful, including, without limitation, modifying, adapting, bypassing, or hacking the Service to change, de-crypt, interrupt, destroy, or limit the functionality of Company’s computer software, hardware or telecommunications equipment; upload, post, host, or transmit Submissions, unsolicited emails, “spam” messages, worms, or viruses or any code of a destructive nature; contact any other visitor or user of the Service for any illicit purpose, or who has requested not to be contacted; access the Service through un-permitted automated means, including, without limitation, via "robots," "spiders," "offline readers" or any other analogous software or code; or attempt to gain unauthorized access to Company’s servers or computer system or engage in any activity that interferes with the service of, or impairs the functionality of the Service or any services provided by Company, or its affiliates.

You are responsible for all costs associated with accessing or using the Service, including, without limitation, all Internet connectivity or data transmissions fees from Your own Internet or cellular service provider. Likewise, You are responsible for any system software and/or hardware compatibility requirements for use of the Service. Company does not warrant the Service, or its continuing capability, as to any software or hardware.

You acknowledge that You may not use the Service in any other way not expressly stated herein or approved in advance writing by Company. Company explicitly reserves all rights related to the Service not specifically contemplated herein.

Disclaimer. 

Company does not warrant that the use of Service will not infringe the rights of any third-party, and assumes no responsibility or liability arising from such use, or for any error, defamation, omission, obscenity, or danger, contained within the Service and/or via any Content. 

Company, and its affiliates, are not responsible for and do not guarantee the accuracy or completeness of anything contained on or within the Service, including links, or advertisements. Company, and its affiliates, reserves the right to immediately change, suspend, remove, or disable the Service for any reason or for no reason, and Company assumes no responsibility, and shall not be liable in any way for any such change to the Content or other change to the Service. 

Company cannot and does not review all user-generated Content (such as information) or communications uploaded, made on, or through the Service, but, although not obligated to do so, may review, verify, make changes to or remove any user generated content, including information, or other material made available in connection with the Service with or without notice in its sole discretion. 

The Service, and all other features or functionalities associated with the Service, are made available “as is” and “with all faults” and You understand that temporary interruptions of disturbances of the Service may occur as normal events. Company makes no guarantee that Your use of the Service, and all other features or functionalities associated with the Service, or delivery of any Content will be uninterrupted, interference free, or error free, or be free from any viruses, worms, or other security intrusions. Company, to the fullest extent permissible by applicable law, disclaims all warranties, expressed or implied, written or oral, arising from a course of dealing, performance, usage of trade, or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.

Company is not engaging in or carrying on the occupation of a “Talent Agency” and is not engaging in the occupation of a booking agent or booking agency, or in any capacity that would require Company to be licensed as an agent in any state or territory. Company does not procure, offer, promise, or attempt to procure employment or engagements for any user. You shall not look to Company to seek or procure or attempt to procure employment. You acknowledge that Company has not offered to act contrary to the provisions of this paragraph, and Company is not expected or authorized to do so. You and Company are independent contractors, and no agency, partnership, joint venture, employment relationship is intended or created by this Agreement.

Miscellaneous. 

Limitation of Liability.

To the fullest extent allowable by applicable law, Company, and its affiliates, shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including, without limitation, lost revenues or lost profits, which are in any way related to use of the Service, Content, or other materials available through the Service, regardless of legal theory (including, without limitation, contract, tort, personal injury, property damage, negligence, warranty, or strict liability), whether or not Company, or its affiliates, have been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purposes. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You.

Company and its affiliates will not be liable to You in connection with these Terms or Your use of the Site or the Service for any amount that exceeds the lesser of: i) the total fees paid or payable by You to Company for provision of the Service during the applicable subscription period, or ii) $1,000.00 U.S. currency.

The above limitations of liability do not apply to liability for death, personal injury, fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached. For purposes of these Terms, “material obligation” shall mean any obligation which forms a prerequisite to Company’s delivery of the Service and on which You may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable. 

The limitations of liability in this section are part of the basis of the bargain between You and Company and shall apply to all claims of liability even if Company or its affiliates have been told of the possibility of such damage and even if these remedies fail their essential purpose. 

Indemnification.

 

You agree to indemnify Company, and its affiliates, members, managers, directors, officers, employees, agents, attorneys, contractors and licensors (“Indemnified Parties”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with Your use of the Service, Your violation of the Terms, Your breach of any agreement, or Your violation of law (such as the violation of a third-party’s copyright rights) and shall indemnify and hold the Indemnified Parties harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or incurred in connection with such Claims. This indemnification obligation shall survive these Terms and Your use of the Service. Company reserves the right to take over the exclusive defense of Claims for which Company is entitled to indemnification, and in such an event, You shall provide reasonable cooperation to Company.

 

Force Majeure.

 

You understand and agree that Company is not liable for any failure of service due to any cause beyond its control, including, without limitation, acts of God, fire, explosion, vandalism, terrorism, weather disturbances, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, action or request by any government, suspension of existing service in compliance with state or federal law, rule, or regulations.

Entire Agreement.

The Terms, which are inclusive of the Code of Conduct, represents the entire understanding between Company and You, superseding all prior agreements (including previous versions of the Terms), whether oral or written, with respect to Your use of the Service, Content, and all other subject matter contained herein. The Terms shall be binding upon and inure to the benefit of Company and Your respective assigns, successors, heirs, and legal representatives, including, without limitation, any third-party that acquires all or part of Company. The Terms cannot be modified or amended, except as expressly provided for herein. The Terms are personal to You and are not assignable, transferable, or sub-licensable by You except with Company’s prior written consent. Company may freely assign the Terms. If any part of the Terms is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Terms will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed. The waiver by either party hereto of a breach of any of the provisions of the Terms by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party. Headings are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of the Terms. All provisions of these Terms which by their nature should survive termination or expiration, shall survive termination or expiration.

Choice of Law.

By accessing, viewing, or using the Service, You consent and agree that: (i) the Terms will be exclusively governed by the laws of the State of Tennessee applicable to contracts entered into and performed within the State of Tennessee and notwithstanding any conflict of law principles; (ii) You accept service of process by personal delivery or mail; and (iii) You irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. Any dispute related to the Terms shall be exclusively resolved in the state and federal courts located in Davidson County, Tennessee. Any alleged claim or cause of action You may have with respect to Your use of the Service must be commenced within one (1) year after the alleged claim or cause of action arises. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. You agree that any violation or breach of the Terms by You will result in irreparable harm to Company, that monetary damages will be inadequate, and You hereby agreed Company shall be entitled to seek injunctive relief.

 

Notices.

 

To You: Company shall provide notices and messages to You either: i) within the Service; or ii) by sending such notice or message to You at the contact information You have provided (e.g., email, mobile number, physical address). You agree to promptly notify Company of any changes to Your contact information. 
To Company: All legal notices pursuant to the Terms shall be in writing and shall be given by email to Company at: staff@discoversooner.com and via mail to Sooner, LLC., 2149 Branch Oak Trail, Nashville, TN 37214. By using the Service, You agree that any notice due under the Terms that Company sends You electronically will satisfy any legal communication or notification requirement.