Network terms and conditions

Thanks for using LANDR Network services (the “Network”). By using the Network provided by LANDR Audio Inc. (“LANDR”, “us” or “we”), you agree to be bound by the Network Terms of Services (the “Agreement”). You are also bound by our general Terms of Service, our Privacy Policy, and our Acceptable Use and Fair Usage Policy. If you're using our Network for an organization, you're agreeing to the terms of this Agreement on behalf of that organization.

If a term is capitalized without being given a definition herein, it has the meaning outlined in the General Terms of Services.

By using or accessing the Network, you agree to all the terms and conditions stated in this Agreement. If at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Network.

The Network

The Network provides an online platform that helps connect and support users of our Services who wish to obtain (“Buyer”) various types of music-related products and services from other Users (“Pro”) on a project basis (a “Job”), including for example performing, composing, recording, editing, mixing, and production services (an “Assignment”).

Job

A Buyer may create a Job on the Network by following the directions on the site. Once the Job is created, the Buyer and Pros may exchange with each other on the Network to discuss any aspects of the Job and execute the Assignment.

If a Job is accepted by the Pro, then it becomes a “Deal”. Each Deal is governed by this Agreement. You understand that we are not a party to a Deal between the Buyer and the Pro. You agree that we have no liability to a Buyer or a Pro in connection with a Deal.

Once a Job is created on the Network, both the Buyer and the Pro are strictly prohibited from negotiating, agreeing, or executing a transaction between them outside of the Network that is related to the Job.

Rules for Both Buyers and Pros

Both Buyers and Pros must:

Comply with the Acceptable Use and Fair Usage Policy;
Not use the Network to collect information or conduct market research for a competitor to LANDR;
Not provide any false or misleading information as part of your profile on the Network;
Not impersonate or misrepresent an affiliation with any person or entity;
Behave at all times in a professional, courteous, and respectful manner in all communications;
Not share personal contact information, such as email address, phone number, social media profile links, or other ways to reach or contact you, unless it’s done as requested or authorized on the Network.

Rules for Buyers

In addition to the previous rules, as a Buyer you have a few specific rules to comply with:

AFTER A JOB HAS BEEN CREATED ON THE NETWORK, YOU CANNOT NEGOTIATE OR ACCEPT A TRANSACTION RELATED TO THAT JOB OUTSIDE OF THE NETWORK. Also, as long as you are registered as a Pro, you cannot enter into any transaction outside of the Network with any Buyer you have first met on the Network. Without prejudice to our other rights and remedies, we have the right to immediately suspend or close your account if you violate the rules of this paragraph.
Upon a Deal being made, you must immediately pay the amount agreed upon for the Job. If you fail to pay any amount due, including by canceling your credit card, requesting a chargeback, or through any other means, we can, at our discretion, suspend your account and notify all Pros involved in a Deal with you that your Jobs are suspended or canceled.
You must collaborate with the Pro by providing all information necessary for the Pro to fulfill the Assignment, including answering the Pro’s questions on time.
When you use the Network, you will be asked to provide certain Assets. You represent and warrant to us that any Asset you share on the Network is your original creation or that you have all necessary rights to use such Asset on the Network and in a Job.
Please respect that you may not use the name (including any pseudonym), image, or likeness of any Pro or anyone involved in the Assignment (such as an author, composer, performer, or producer) in any way without that person or company’s prior written permission. For example, you may not include the term “Featuring” with the name of a Pro or artist associated with an Assignment. Nothing herein gives you any permission to assert or imply that you are, or that your use of the Assignment is, connected with, or sponsored, endorsed, or granted official status by, us, any Pro or artist that has produced an Assignment, or anyone else.

Rules for Pros

In addition to the previous rules, as a Pro you have a few specific rules to comply with:

You must use your best efforts to perform the Job and produce the Assignment in a professional and timely manner. Save for exceptional and out-of-your-control circumstances, you should respect the timeline agreed upon for remitting the Assignment.
You must treat all information provided to you by a Buyer as confidential information.
You must use for a Job only products and services that you have all necessary rights to use, and your Assignments should not infringe or violate any ownership or intellectual property rights of others.
You are not an employee of LANDR. You must never present yourself as our employee, contractor, or agent. If you are a “Featured Pro”, you can represent yourself as such, without however giving the impression that you are our employee or agent. You can share and inform others that you are making your products and services available on the Network, but other as expressly authorized by us as a “Featured Pro”, you cannot state or give the impression that you are affiliated with, connected with, sponsored, endorsed, or granted official status by us or that we have somehow approved or confirmed the quality of your products or services.
You cannot use our logos and trademarks other than as expressly authorized by us.

Intellectual Property

Unless otherwise agreed in writing by both the Buyer and the Pro, all ownership and intellectual property rights in the Assignments will be transferred and assigned to the Buyer upon final payment to the Pro. The Pro cannot use the Assignment for the Pro's purposes or sell or license the Assignment to any other person. However, the Pro is authorized to use the Assignments to feature and promote the work done by the Pro, on the Network only and as permitted by the Network’s platform.

Job Cancellation

If a Job is canceled by the Pro, we will reimburse the Buyer.

If the Buyer cancels a Job before the Pro starts the Job, then we will reimburse the Buyer. We will consider that the Job has started once the Pro has uploaded a file to the Job.

Fees and Payments to the Pro

Once a Deal is made, the Buyer must pay through the Network the value agreed for the Deal (all amounts charged in United States Dollars). We will keep the funds until the Assignment is received and accepted by the Buyer. We will then release the funds to the Pro. If the Buyer has received but not accepted the Assignment within 90 days of the date we received payment, we have the right to release the funds to the Pro. If the Assignment has not been received by the Buyer within 90 days, we will cancel the Job and reimburse the Buyer.

We will deduct from the payments to be made to the Pro the payment processing fees incurred in the process of charging the Buyer and transferring the money to the Pro.

All payments made to Pros are made in the currency of the connected bank account. A currency conversion fee set by the payment provider is applied to transfers where the charge currency does not match the connected bank account's settlement currency.

By receiving payments, the Pro accepts our payment provider’s account agreement and privacy policy.

The Buyer and the Pro are responsible together for determining if any taxes, including sales taxes on goods and services and value-added taxes, are due to competent authorities for a Deal, and for remitting them such taxes. If competent authorities claim unpaid taxes to LANDR on a Deal, we will have the right to require that the entire amount be paid (or if we pay it to be reimbursed) by either the Buyer or the Pro, or both, at our discretion.

We may hold any payment due to you if we believe, at our sole discretion, that there might be a risk associated with you, your account, your credit card, or any of your Deals, Jobs, or Assignments. In this case, we will inform you of how to resolve this issue.

We may also hold any payment to you if you’re involved in a Dispute (see the Disputes section below).

You understand and accept that we will pay no interest on any amount that we retain or that could be owed to you, even if we might receive interest or earnings on such amount.

You also understand and accept that we are not an escrow service and we have no fiduciary duty to you.

Commissions and Payment to LANDR

Apart from the transaction fees mentioned above, LANDR does not retain any commission on the sale of services by Pros.

We reserve the right to modify our fees at any time upon notice to the Pros.

Disputes

It is conceivable that a disagreement (“Dispute”) may arise between a Buyer and a Pro in relation to a Job.

You should first try to resolve any problem together. If you have a Dispute, contact the other party in writing and explain as clearly as possible what the problem is and what solution you are looking for. If you are contacted for a Dispute, you should take the time to understand what the other is expressing, then reply promptly with your acceptance, explanations, or alternative solutions. Please remain courteous in your communications. If you cannot find a satisfactory solution within 15 days of the first Dispute communication, then you may ask us for assistance by contacting our Support Team.

To file a Dispute with us, the Assignment must not have been accepted by the Buyer. If the Assignment has been accepted, we will consider the Job completed and will not get involved, unless in very exceptional circumstances such as fraud.

If the Dispute concerns an Assignment made by a Featured Pro that has not been accepted yet, we will review the information available and determine the outcome of the Dispute.

If the Dispute concerns an Assignment made by a Pro other than a Featured Pro, we will, at our sole discretion, decide if we get involved or not and if we determine or not the outcome of the Dispute.

Any decision that we decide to make, at our sole discretion, is final. Both the Buyer and the Pro agree to be bound by our decision on any Dispute and agree that we will have no liability to either the Buyer or the Pro for our decision, our involvement or our non-involvement, or any other reason in connection with a Dispute.

Disclaimer of Warranty and Limitation of Liability

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, LANDR MAKES NO WARRANTY OR REPRESENTATION REGARDING THE MARKETPLACE, THE PROJECTS, AND THE ASSIGNMENTS, INCLUDING THAT THE MARKETPLACE, PROJECTS, AND ASSIGNMENTS WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE, SOFTWARE, CONTENT OR DATA PROVIDED BY THIRD PARTIES, THAT THE MARKETPLACE, PROJECTS, AND ASSIGNMENTS WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR-FREE, OR THAT ALL ERRORS IN THE MARKETPLACE, PROJECTS AND ASSIGNMENTS WILL BE CORRECTED. LANDR PROVIDES THE MARKETPLACE, PROJECTS, AND ASSIGNMENTS “AS IS” AND “AS AVAILABLE”.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, LANDR’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL LANDR, ITS AFFILIATES, ITS OFFICERS, ITS DIRECTORS, ITS EMPLOYEES, ITS AGENTS, ITS SUPPLIERS, ITS LICENSORS, AND ITS LICENSEES HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR DIRECT, IN THE CASE OF THE SAMPLES AND SAMPLES SERVICE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR (DIRECT OR INDIRECT) LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE MARKETPLACE, WHETHER FORESEEABLE OR NOT, AND EVEN IF LANDR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT LANDR IS FOUND LIABLE TO PAY YOU ANY DAMAGES, LANDR’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED US$100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED EVEN IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.

Indemnification

Buyer and Pro agree that LANDR is not part of the Deal Agreement but is a third-party beneficiary. Buyer and Pro hereby release and will defend, indemnify, and hold harmless, LANDR from any claims, suits, actions, costs, expenses, damages, losses, and liabilities related to either party's breach of the Deal Agreement.

Modifications

We may revise this Agreement from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog, or our website). You agree to review the terms of this Agreement from time to time and, in any case, each time we will notify you of changes thereto and by continuing to use or access the Marketplace after the revisions come into effect, you will agree to be bound by the revised terms of this Agreement.

Legal Advice

We cannot give you legal advice. You should consult with your legal advisor if you have any questions or concerns regarding this Agreement, a Deal, your rights, or your obligations.

General Provisions

This Agreement shall be governed by and construed by the laws applicable in the Province of Quebec, Canada. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Quebec.

This Agreement is the entire and exclusive agreement between LANDR and you regarding the Marketplace, and this Agreement supersedes and replaces any prior agreements between LANDR and you regarding the Marketplace.

You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of LANDR, which consent is within LANDR’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. LANDR shall be allowed to assign this Agreement to any third party without requiring your consent, in which case LANDR will only be released from all its obligations towards you hereunder if the assignee agrees in writing to assume and be bound by such obligations.

Nothing in this Agreement shall constitute a partnership or joint venture between you and LANDR.

If a particular provision of this Agreement is held to be invalid within a given jurisdiction by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement for that jurisdiction and shall not affect the validity of this Agreement as a whole.

The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.