Terms of Use
This is an agreement between Brandracket, LLC, a California LLC, the parent company of Brands for Bands ("Brandracket"), and you. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("Agreement") carefully before using Brandracket software or services. BY CHECKING THE “I ACCEPT” BOX, OR BY USING THE BRANDRACKET SOFTWARE OR BY USING THE BRANDRACKET SERVICES, YOU ARE CONSENTING TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CHECK “I ACCEPT” BOX, DO NOT USE THE BRANDRACKET SERVICES AND DO NOT INSTALL OR USE ANY PART OF THE BRANDRACKET SOFTWARE.
1. Licensed Uses and Restrictions.
a. This Agreement licenses to you -- and does not sell to you -- the software and documentation accompanying this Agreement ("Brandracket Software"), and permits you to use Brandracket services for which the Brandracket Software is supplied ("Brandracket Services"), only under the express terms of this Agreement. You do not have the right to permit any third party to use the Brandracket Software or Brandracket Services. Brandracket reserves all rights not expressly granted to you. Brandracket is and remains the owner of all titles, rights, and interests in the Brandracket Software and Brandracket Services (collectively, "Brandracket Software and Services"). The rights granted in this Agreement are limited to Brandracket's intellectual property rights in the Brandracket Software and Services and do not grant rights in any other patents or intellectual property rights. The terms of this Agreement will govern all upgrades that Brandracket supplies for the Brandracket Software and Services unless Brandracket provides another agreement. Brandracket is and remains the owner of all rights, titles and interests in the Brandracket Software and Services, including (without limitation) all associated trademarks and copyrights.
b. This Agreement permits you to install and use the Brandracket Software. You will not make the Brandracket Software available over a network where it could be downloaded or used by multiple computers. You will not make any copies of the Brandracket Software or allow copies of the Brandracket Software to be made by others. You may make copies of the Brandracket Software for backup purposes only, and only if the copy bears the copyright and proprietary notices contained on the original. You may not decompile, reverse engineer, disassemble, modify or create derivative works of the Brandracket Software or Brandracket Services or Brandracket website or any part thereof. The Brandracket Software and Services are not intended for use in any situation in which the use of or failure of the Brandracket Software and Services could result in unlawful activity, invasion of privacy, personal injury, death or damage to property or the environment.
2. Consent to Our Use of Your Data. Brandracket and its designees may collect and use information about your computer, your software and your peripherals to facilitate your use of Brandracket Software and Services, to provide product and service support and to facilitate Brandracket's upgrade of the Brandracket Software and Services. You consent, provided that Brandracket does not personally identify you to any third party in connection with such uses.
3. No Representation or Duty; Consent to Our Use of Materials.
a. You acknowledge that Brandracket does not represent you or your interests and does not owe you any duty as an agent, fiduciary or otherwise, except as expressly set forth in this agreement. Your relationship with Brandracket Is not a partnership.
b. The term "Materials" shall mean: (a) sound recordings that you submit; (b) compositions that you submit; and (c) artwork, names, biographical material, photos and other likenesses that you submit or approve. You hereby grant Brandracket the right to make copies of the Materials for the following purposes: (i) to archive, (ii) to present to third parties for potential licensing by you and (iii) to implement licenses that you may grant to third parties while using Brandracket Services, all without any payment to you or any third party.
4. Termination. This Agreement is effective until terminated. If you fail to comply with this Agreement, your right to use the Brandracket Software and Services will automatically terminate immediately and without notice, but all provisions of this Agreement will survive termination and continue in effect except the grant of rights. Upon termination, you must destroy all copies of the Brandracket Software.
5. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU AND YOUR DESIGNEES USE THE BRANDRACKET SOFTWARE AND SERVICES AT YOUR SOLE RISK. THE BRANDRACKET SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW. BRANDRACKET AND BRANDRACKET'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE OR NON-INFRINGING. BRANDRACKET DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE BRANDRACKET SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE BRANDRACKET SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BRANDRACKET SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BRANDRACKET SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE BRANDRACKET SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRANDRACKET OR A BRANDRACKET REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE BRANDRACKET SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF NECESSARY SERVICING, REPAIR OR CORRECTION. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE PRODUCT FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
6. Limitation of Liability. EXCEPT AS REQUIRED BY LAW, BRANDRACKET AND ITS DIRECTORS, LICENSORS, LICENSEES, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE "BRANDRACKET GROUP") WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. THE BRANDRACKET GROUP'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
7. Export Control. This Agreement is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Brandracket Software and Services and their use.
8. Government End Users. The Brandracket Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. Your Warranties and Indemnity.
a. You warrant and represent that you are free to enter into this agreement and have the right to grant (i) the rights that you grant under this agreement and (ii) the rights that you grant to Brandracket and third parties while using Brandracket Services.
b. YOU FURTHER WARRANT AND REPRESENT THAT THE RECORDINGS, COMPOSITIONS AND OTHER MATERIALS PROVIDED BY YOU ARE FREE OF CLAIMS BY ANY PERSON OR ENTITY AND WILL NOT VIOLATE OR INFRINGE UPON THE RIGHTS OF ANY PERSON OR ENTITY AS USED BY BRANDRACKET, YOU AND THIRD PARTY LICENSEES IN CONNECTION WITH BRANDRACKET SERVICES.
c. You agree to defend, indemnify and hold harmless Brandracket and the Brandracket Group from all claims, losses, damages, complaints, or expenses connected with or resulting from (a) claims that are inconsistent with your warranties and representations under this agreement and (b) claims arising from Brandracket's operations in reliance on this agreement. As part of that indemnity, you shall directly bear all costs of defense and shall promptly reimburse Brandracket for all such expenses that Brandracket incurs (including costs and attorneys’ fees).
10. Brandracket May Assign Its Rights. Brandracket shall have the right to assign to third parties this agreement and Brandracket's rights hereunder, in whole or In part.
11. Choice of Law and Venue. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. YOU AND BRANDRACKET AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES IN THE STATE OF CALIFORNIA. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
12. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Brandracket Software and Services licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use Brandracket's Services, which will govern your use of such store and any Brandracket Services you purchase. No amendment to or modification of this Agreement will be binding unless in writing and signed by Brandracket. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
13. Validity. This Agreement is valid without Brandracket's signature. It becomes effective upon your use of the Brandracket Software or Brandracket Services.
1. Licensed Uses and Restrictions.
a. This Agreement licenses to you -- and does not sell to you -- the software and documentation accompanying this Agreement ("Brandracket Software"), and permits you to use Brandracket services for which the Brandracket Software is supplied ("Brandracket Services"), only under the express terms of this Agreement. You do not have the right to permit any third party to use the Brandracket Software or Brandracket Services. Brandracket reserves all rights not expressly granted to you. Brandracket is and remains the owner of all titles, rights, and interests in the Brandracket Software and Brandracket Services (collectively, "Brandracket Software and Services"). The rights granted in this Agreement are limited to Brandracket's intellectual property rights in the Brandracket Software and Services and do not grant rights in any other patents or intellectual property rights. The terms of this Agreement will govern all upgrades that Brandracket supplies for the Brandracket Software and Services unless Brandracket provides another agreement. Brandracket is and remains the owner of all rights, titles and interests in the Brandracket Software and Services, including (without limitation) all associated trademarks and copyrights.
b. This Agreement permits you to install and use the Brandracket Software. You will not make the Brandracket Software available over a network where it could be downloaded or used by multiple computers. You will not make any copies of the Brandracket Software or allow copies of the Brandracket Software to be made by others. You may make copies of the Brandracket Software for backup purposes only, and only if the copy bears the copyright and proprietary notices contained on the original. You may not decompile, reverse engineer, disassemble, modify or create derivative works of the Brandracket Software or Brandracket Services or Brandracket website or any part thereof. The Brandracket Software and Services are not intended for use in any situation in which the use of or failure of the Brandracket Software and Services could result in unlawful activity, invasion of privacy, personal injury, death or damage to property or the environment.
2. Consent to Our Use of Your Data. Brandracket and its designees may collect and use information about your computer, your software and your peripherals to facilitate your use of Brandracket Software and Services, to provide product and service support and to facilitate Brandracket's upgrade of the Brandracket Software and Services. You consent, provided that Brandracket does not personally identify you to any third party in connection with such uses.
3. No Representation or Duty; Consent to Our Use of Materials.
a. You acknowledge that Brandracket does not represent you or your interests and does not owe you any duty as an agent, fiduciary or otherwise, except as expressly set forth in this agreement. Your relationship with Brandracket Is not a partnership.
b. The term "Materials" shall mean: (a) sound recordings that you submit; (b) compositions that you submit; and (c) artwork, names, biographical material, photos and other likenesses that you submit or approve. You hereby grant Brandracket the right to make copies of the Materials for the following purposes: (i) to archive, (ii) to present to third parties for potential licensing by you and (iii) to implement licenses that you may grant to third parties while using Brandracket Services, all without any payment to you or any third party.
4. Termination. This Agreement is effective until terminated. If you fail to comply with this Agreement, your right to use the Brandracket Software and Services will automatically terminate immediately and without notice, but all provisions of this Agreement will survive termination and continue in effect except the grant of rights. Upon termination, you must destroy all copies of the Brandracket Software.
5. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU AND YOUR DESIGNEES USE THE BRANDRACKET SOFTWARE AND SERVICES AT YOUR SOLE RISK. THE BRANDRACKET SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW. BRANDRACKET AND BRANDRACKET'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE OR NON-INFRINGING. BRANDRACKET DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE BRANDRACKET SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE BRANDRACKET SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BRANDRACKET SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE BRANDRACKET SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE BRANDRACKET SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRANDRACKET OR A BRANDRACKET REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE BRANDRACKET SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF NECESSARY SERVICING, REPAIR OR CORRECTION. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE PRODUCT FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
6. Limitation of Liability. EXCEPT AS REQUIRED BY LAW, BRANDRACKET AND ITS DIRECTORS, LICENSORS, LICENSEES, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE "BRANDRACKET GROUP") WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. THE BRANDRACKET GROUP'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
7. Export Control. This Agreement is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Brandracket Software and Services and their use.
8. Government End Users. The Brandracket Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. Your Warranties and Indemnity.
a. You warrant and represent that you are free to enter into this agreement and have the right to grant (i) the rights that you grant under this agreement and (ii) the rights that you grant to Brandracket and third parties while using Brandracket Services.
b. YOU FURTHER WARRANT AND REPRESENT THAT THE RECORDINGS, COMPOSITIONS AND OTHER MATERIALS PROVIDED BY YOU ARE FREE OF CLAIMS BY ANY PERSON OR ENTITY AND WILL NOT VIOLATE OR INFRINGE UPON THE RIGHTS OF ANY PERSON OR ENTITY AS USED BY BRANDRACKET, YOU AND THIRD PARTY LICENSEES IN CONNECTION WITH BRANDRACKET SERVICES.
c. You agree to defend, indemnify and hold harmless Brandracket and the Brandracket Group from all claims, losses, damages, complaints, or expenses connected with or resulting from (a) claims that are inconsistent with your warranties and representations under this agreement and (b) claims arising from Brandracket's operations in reliance on this agreement. As part of that indemnity, you shall directly bear all costs of defense and shall promptly reimburse Brandracket for all such expenses that Brandracket incurs (including costs and attorneys’ fees).
10. Brandracket May Assign Its Rights. Brandracket shall have the right to assign to third parties this agreement and Brandracket's rights hereunder, in whole or In part.
11. Choice of Law and Venue. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. YOU AND BRANDRACKET AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES IN THE STATE OF CALIFORNIA. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
12. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Brandracket Software and Services licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use Brandracket's Services, which will govern your use of such store and any Brandracket Services you purchase. No amendment to or modification of this Agreement will be binding unless in writing and signed by Brandracket. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
13. Validity. This Agreement is valid without Brandracket's signature. It becomes effective upon your use of the Brandracket Software or Brandracket Services.