Effective Date: April 8, 2013
IMPORTANT, PLEASE READ THIS AGREEMENT VERY CAREFULLY BEFORE USING THE WEBSITE OR THE SERVICE. BY ACCESSING THE WEBSITE OR THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS BELOW, THEN YOU MAY NOT ACCESS THE WEBSITE OR THE SERVICE.
The Company reserves the right to change, add, or delete portions of the Agreement at any time and without further notice. Any such changes will become effective immediately upon the posting to the Website, and the continued use of the Website or Service by you after any changes have been made constitutes your acceptance of such changes. It is your responsibility to review this Agreement on a regular basis to determine if there have been any changes, which will be indicated by a revision to the effective date posted on the applicable webpage. You will be deemed to have accepted the Agreement as amended if you continue to use the Website or Service after any amendments are posted on the Website.
The terms and conditions contained in this Agreement are binding obligations of you. If you are acting on behalf of your employer, client or another third party (such employer, client or third party, a "Principal"), then this Agreement is binding on such Principal. If you are using this Website on behalf of a Principal, then (a) you represent and warrant that you have the authority to bind, and have bound, such Principal to this Agreement, and (b) you agree to be jointly and severally liable for any breach of this Agreement by Principal.
The Website is intended solely for users who are 18 years of age or older. If you are under the age of 18, you are not permitted to use the Website or any portion thereof. By using the Website you represent to us that you are at least 18 years old. Some features of the Website are only available to Users who have an account registered with the Company (each a "Registered User").
3. Proprietary Rights in the Website
This Website is owned and operated by Brandracket. All of the content elements displayed and/or downloadable on this Website, including programming, services, features, music, sound recordings, lyrics, data, text, images, captions, photographs, graphics, scripts, sounds, video, logos, digital files, trademarks, service marks, compilation of content, format, design, promotional materials, user interface or software made available through or which appears on the Website or Service, whether by us, users of the Website or others and software (collectively, the "Content"), and all of the features of this Website, including this Website's designs, trade dress, logos, pages, audio and/or video material, text, data, information, software, data compilations, digital downloads, icons, html code, xml code and products or services obtained from this Website (which collectively with the Content is referred to herein as the "Website Elements") is the exclusive property of Brandracket or its licensors, subject to national and international laws and applicable protections, including copyright, trademark, trade dress and other intellectual property laws and protections. Except as permitted hereunder or in an applicable Provider Agreement, any Content downloaded by you (whether or not such download was authorized) transfers no right, title or interest in or to such Content or any intellectual property rights therein. All right, title and interest in and to such Content shall remain the exclusive property of Brandracket and/or its licensors subject to copyright and other intellectual property rights under the law and applicable protections. Other than as permitted in this Agreement and without limiting any rights under an applicable Provider Agreement, no Content may be used, copied, sublicensed, re-titled, rented, leased, displayed, synchronized with other media, transmitted or otherwise exploited via any means.
For the protection of the Company and its licensors, Content may use electronic measures to protect this Website and the Website Elements. You agree not to, nor attempt to, disable or interfere with any such measures. Any circumvention or interference with such measures may result in civil and criminal penalties.
4. User Account
By creating a User Account, you agree to:
- provide accurate, current, and complete Registration Data about you as may be prompted by any registration forms on the Website, and to keep the Registration Data current and complete;
- maintain the security of your User Account password and identification and not disclose your password to any third party;
- be fully responsible for all use of your account and for any actions that take place using your account.
You are solely responsible for (i) maintaining the confidentiality of any account information, user names, access permissions, passwords and other personal information in connection with your User Account, and (ii) all activities occurring under your User Account and Content accessed by your User Account. You agree to take all commercially reasonable efforts to prevent others from (a) obtaining your User Account information, (b) accessing Content through your user account or (c) accessing any other materials authorized under this Agreement or an applicable Provider Agreement. You shall notify the Company of any unauthorized access or use, or any suspected unauthorized access or use, or need to update or remove access for any of your employees or agents. If you become aware of any suspicious or unauthorized conduct concerning your User Account or materials accessed by your User Account, you agree to contact the Company immediately and provide the Company with sufficient details concerning such suspected or unauthorized use. The Company shall not be liable for any loss or damage arising from your failure to follow these obligations.
5. The Service
The Website, including any programs, tools, components, upgrades, updates and all related applications, provides an online music licensing marketplace (the "Service") that enables users and providers to connect through the Service to provide or gain access to Content, including promotional materials related to Songs, although Songs must be licensed pursuant to separate Opportunity Use Agreements before users are permitted to use any Songs (users of Songs are referred to hereinafter as a "Client").
We are not responsible for or involved in the negotiation of any interaction, transaction, license or other relationship between you and any other user of the Service or the Website or provider of Content, nor any licensor, licensee, advertiser, sponsor, affiliate, strategic partner, vendor or any other third party, and are not acting as your or any other party's agent or advisor. We do not endorse any Content provided by a user, Provider, advertiser, sponsor, affiliate, strategic partner, vendor or any other third party, and cannot guarantee any aspect of such interaction, transaction, license or relationship between a Provider and Client or with respect to any other party. Additionally, we do not endorse any party or licensing any intellectual property under Opportunity Use Agreements between a Provider and Client. Any Opportunity Use Agreement entered into between a Provider and Client is at your sole discretion and risk and we make no representations or warranties concerning the results from any such activities. Further, we have no control over the quality, safety or legality of, and do not pre-screen, monitor or endorse, any Content provided by a user, Provider, vendor or any other third party, nor transactions that take place on the Website or through the Service (such as content delivery method used to deliver music), and have no obligation to do so (though we reserve the right to do so).
6. User Conduct.
You may access and use the Website, the Service and Content only for the purposes expressly authorized hereunder and so long as you are in compliance with all provisions of this Agreement, and as to Songs, so long as you are in compliance with such applicable Provider Agreement.
In connection with your use of the Website and the Service, any Content you provide to us or post on or through the Service or the Website is referred to herein as a "Submission". You agree to abide by all applicable local, state, national and international laws and regulations and not violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of the Website and Service, nor allow or facilitate a third-party to do the same.
Unless otherwise expressly authorized by us and without limiting your rights to your Submissions, you agree not to nor allow anyone else to:
- Use the Website (including without limitation the communication systems provided by the Website), the Service or the Content , to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise ).
- Interfere with the access, use or enjoyment of this Website, the Service or Content (including without limitation causing greater demand on the Service than is deemed by us reasonable, attacks such as "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, and creating usernames to attack other participants' identities); harass or defame others; or promote hatred towards any group of people.
- Harvest or otherwise collect non-public information about another user or any Content obtained through the Website, the Service or any communication systems provided by the Website (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information.
- Breach or commit any action that is reasonably likely to cause a breach of this Agreement or any other agreement you have entered with another user of the Website with respect to the Service, the Website or any Content;
- Alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the Website, the Service, any Content, or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website, the Service or any Content.
- Access or attempt to access any other Brandracket systems, programs or data that are not made available for public use or bypass or attempt to bypass any registration processes on the Website.
- Decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Website or the Service except if and to the extent permitted by applicable law.
- Modify or disable any copy protection or use limitation systems associated with any of the Content or copy, distribute, transmit, publicly display, publicly perform, rent or sell any portion of the Service or the Website.
- Use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to monitor or scrap information from this Website or the Service, or bypass any robot exclusion request (either on headers or anywhere else on the Website).
- Use any meta tags or any other "hidden text" utilizing any trademarks or intellectual property owned or licensed by us.
- Create or provide any other means through which the Website, the Service or Content may be accessed, for example, through server emulators, whether for profit or not.
- Publish, provide a hyper-link to, transfer or in any way copy Content to a third party site, network or internet bulletin board, or otherwise distribute or allow any Content to be distributed to or used by anyone other than as authorized hereunder.
- Use any Content in a libelous, defamatory, fraudulent, infringing or otherwise illegal manner, including misappropriation or the export of Content into any country that prohibits such exportation or importation.
- Use any Songs, except in accordance with Section 7.
- Use any Promotional Materials, except in accordance with Section 8.
- Make any Submissions, except in accordance with Section 9.
You are responsible for verifying the accuracy and legality of (i) any Content that you access or use though the Website or the Service, (ii) the ability of any user, Provider, advertiser, sponsor, affiliate or strategic partner to perform any transaction with you or license or engage in a relationship with a user, and (iii) adhering to the terms and conditions of any Opportunity Use Agreement. Brandracket does not represent any user in the license or use of Submissions, including Songs; you are encouraged to seek independent professional advice before entering into any such transaction, license or relationship, including any Opportunity Use Agreement.
We may (but are not obligated to) block access to the Website, the Service or the Content from any user that we suspect of breaching any term of this Agreement, without derogating from any other right or remedy that we may have by law, equity or otherwise.
7. Songs and Providers
Usage of any song(s) by a Client, including compositions and master recordings for such song(s) included as part of the Content (collectively referred to as "Songs") that you access through the Service is subject to and conditioned on such Client entering into a separate written master use and/or synchronization and performance rights (publishing) license ("Opportunity Use Agreement") between the Client and such provider of such Song (a "Provider"). Any use of the Songs by a Client shall be subject exclusively to the terms and conditions of the Opportunity Use Agreement and will supersede any conflicting provisions in this Agreement, provided, however that your obligations to Brandracket under this Agreement with respect to Song(s) shall continue to apply. If you have not entered into an Opportunity Use Agreement with respect to a Song, you are not authorized to use such Song(s), provided that the foregoing does not limit the use of Promotional Materials licensed hereunder.
8. Promotional Materials
If you (as a current or prospective Provider) upload any Submission to the Website that qualifies as Promotional Material that users may use, you hereby grant those users opting to use such Promotional Materials a worldwide, non-exclusive, revocable, royalty-free license, without compensation, liability or notice to you, subject to any other applicable restrictions, terms and conditions you may identify in the portion of the Website that corresponds to such Submission, which is incorporated into this paragraph by this reference with respect to such Promotional Materials. "Promotional Material" means any (i) photographs, including without limitation artist photographs and album covers, (ii) biographical materials (e.g., artist bio) uploaded to the Site by you, and (iii) website links (e.g., Facebook, MySpace, artist home page, etc.). For those users that receive such Promotional Materials, such user agrees to only use such Promotional Materials in accordance with the foregoing license for the period of time designated for such Submission in your User Account ("Availability Period"). Unless otherwise agreed upon by a user, the user that has provided such Submission by changing the applicable Submission restriction in the user's User Account and sending an email notice to us through the Service may terminate the Availability Period at any time. Users agree to monitor emails and notices from the Service and to comply with any termination notices received from us with respect to any Promotional Materials. Except as expressly granted under this Agreement, all rights to the Promotional Materials are hereby reserved.
(1) You warrant and represent that (i) you are the rightful owner of all of the intellectual property rights to your Submissions or have the appropriate authorization, license and sublicense rights from the owner, and that ownership of such rights is not in dispute, (ii) the Company will not need to obtain licenses from any third party or pay royalties to any third party, (iii) your Submission does not infringe any third party's rights, including intellectual property rights and privacy rights, (iv) your Submissions will be true and accurate and in compliance with all of the terms of this Agreement and applicable laws, (v) your Submission does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (vi) your Submission will not contain material that is defamatory, trade libelous, pornographic or obscene, (vii) the Promotional Materials may be licensed to users as contemplated by Section 8 of this Agreement, and (viii) if you are an entity or organization other than an individual, you are the authorized representative of the entity or organization, you have the legal right and authority to submit and display the Submission and to authorize and grant the rights granted hereunder.
(2) You hereby grant us a worldwide, non-exclusive, revocable, royalty-free license, sub-licensable and transferable license, without compensation, liability or notice to you, (in each case directly or through subcontractors) from date of uploading any Submissions through ninety (90) days following the expiration of any Availability Period (as applicable) to: (i) use, reproduce, distribute, publicly display and perform your Promotional Materials and your other Submissions (although excluding Songs) for the purpose of (a) promoting you, your Songs, your Submissions, the Website, Services and Content on the Website or through the Service or any other websites that may be created (as private labels for others or otherwise), are operated or are wholly or partially owned by us or our affiliates (the "Affiliated Websites"), (b) enabling other users of the Website and Service to license the Promotional Materials and other Submissions pursuant to Section 8 of this Agreement or any other applicable agreement (e.g., Provider Agreement), (ii) use, reproduce, distribute, publicly display, modify, and perform your Submissions (including without limitation artist profile pages, through the Service, blogs and license history) on the Website or Affiliated Websites or in connection with the Service, for any promotional purpose in any media formats, through any media channels and without limitation, and (iii) refer to and use the name and likeness of persons contained in any Submission on the Website, Affiliated Websites or in connection with the Service, and if part of Promotional Materials, then in accordance with Section 8.
(4) You are entirely responsible for all your Submissions, including without limitation the consequences of posting or publishing them on the Website or through the Service or including them as Promotional Materials.
(5) We reserve the right to decide whether, where, and how a Submission is listed on the Website or through the Service. We may refuse to post, deliver, modify or otherwise use or take any action with respect to any Submission. If we have questions about your Submissions including without limitation with respect to copyright, we may contact you for further information. In the event that the Company becomes aware that any such material may violate this Agreement and/or expose the Company to civil or criminal liability, we reserve the right to block access to such material and suspend or terminate any user creating, storing or disseminating such material. We further reserve the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including without limitation disclosing the identity and related information of the user that the Company deems responsible for the wrongdoing. We may remove Submissions without prior notice.
(6) You agree that you are responsible for the transfer of ownership of, or license to, your intellectual property rights to your Submissions (as the case may be) when you are dealing with a buyer or licensor and that you remain responsible for compliance with all applicable laws and regulations.
(7) You may (i) request us to remove a Submission posted by you from the Website by emailing us at [email protected], or (ii) remove any Submission uploaded by you by deleting such Submission from your User Account. Notwithstanding the foregoing, use of Submissions pursuant to an Opportunity Use Agreement shall not be effected by either your removal of such Submission from your User Account or your request of us to remove such Submission.
When using the Website or the Service, you may be exposed to Submissions from a variety of sources, and we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Submissions. You may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
10. Privacy and Personally Identifiable Information
11. Copyright and Trademark Infringement Policy and Notification Procedure
The Company does not own the Content posted by others to the Website. All Content is posted by an individual, group or company (collectively, the "Provider") who has represented and warranted to the Company that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights.
Since the Company is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Website, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the "Complainants") and the Providers. We recommend that Complainants immediately notify Providers about allegations of infringement.
For matters of suspected copyright infringement please see our Copyright Policy, available at http://www.brandsforbands.com/copyright-policy.
12. Third Party Links and Content
13. Access to the Website, Service and Content
The Company reserves the right to change, suspend, remove, terminate or disable access to the Website, Service or Content, or any feature thereof, at any time for any reason, or no reason, in its sole discretion, with or without notice. You acknowledge that we may, in our sole discretion and at any time(s), impose a fee for the use of certain Services, upon posting a notice on the Website or through notice to you through the email designated in your User Account. In addition, we may, from time to time, perform maintenance upon the Website or Service resulting in interrupted service, delays or errors in the Website or Services. We may attempt to provide prior notice of scheduled maintenance but we do not guarantee that such notice will be provided. You agree to back up all of your Submissions, including Promotional Materials and Songs, so that you can access and use them when needed. Brandracket does not warrant that it backs-up any Content, including Submissions. As a result, you agree to accept as risk the loss of any and all of your Submissions on the Website or through the Service, or any delay in accessing any Content, including without limitation Songs, Promotional Materials and other Submissions. In no event will the Company be liable for any removal or disabling of access to any portion of the Website, Service or Content, including but not limited to any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, user communications.
14. Public Forums and Private Communications
The Website or an Affiliated Website may contain certain features that enable users to interact directly with each other, including by sending private messages to other Website users and posting comments and exchanging useful and helpful information with other users of the Website ("Public Forums"). While using a Public Forum or reading a private message, you may be exposed to content of other users with which (a) you may disagree, (b) that you may find offensive, indecent, or objectionable, or (c) is inaccurate, misleading, or illegal. You expressly assume and agree to bear any and all risks associated with your use of, exposure to or reliance on any such content. You should be skeptical about information provided by others, and you acknowledge that the use of any Submissions posted in any Public Forum or received via a private message is at your own risk. Further, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with. Information obtained in a Public Forum or from a private message may not be reliable, and it is not a good idea to take any action based solely or largely on information you cannot confirm. We cannot be responsible for the accuracy of any Submissions contained in a Public Forum, and we shall not be responsible for any decisions made or actions taken or not taken based on such information or content. For example, we are not responsible for any transactions based on Submissions contained in the Public Forums or a private message.
Please respect and interact with other users as you would in any public arena. Do not reveal information that you do not want to make public.
We encourage you to report to us at [email protected] any suspected violations of this Agreement or any other additional terms posted on the Website, in particular, as they relate to inappropriate behavior or activity in our Public Forums. We reserve the right, but not the obligation, to investigate and take appropriate legal action in our sole discretion against anyone who we believe violates this Agreement, including removing the offending communication in whole or in part from the Website, suspending or terminating the membership of such violators or suspending or terminating their right to use and access the Website.
We reserve the right, in our sole discretion, to adopt, modify and post additional rules in any Public Forum and to condition access to any such feature by any individual or group in accordance with criteria determined by us in our sole discretion, to deny or restrict access by any individual or group who fails to meet that criteria or by anyone who fails to comply with our criteria or rules at any time, and to change or modify the criteria or rules at any time, in our sole discretion.
(1) License Fees. All payment of money in exchange for license or ownership rights to Content (including Songs) ("License Fees"), including without limitation, Fees pursuant to an Opportunity Use Agreement shall be due and payable according to a separate written agreement (e.g., Opportunity Use Agreement). We may offer a License Fee payment and/or collection option on the Website. In the event you and another user of the Website elect to use our payment process, you agree to Brandracket (or its payment processing vendor, e.g., PayPal) storing your payment card or account information. You also agree to pay the applicable Fees as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. You agree to update or provide us with your then current payment information (bank account, credit card or otherwise) to comply with your obligation to pay such Fees. Payments will be charged by us or our payment processor in accordance with the terms of your applicable written agreement. You agree that any disputes regarding payment or charges shall be submitted to your applicable licensee or licensor, as the case may be, within sixty (60) days of such charge and that Brandracket shall be acting as a payment intermediary solely to accommodate the parties in collection and distribution of the License Fees pursuant to their separate written agreement. Users are ultimately responsible for the payment and/or collection of any Fees and we make no representations, warranties or assurances regarding such payment or collection of Fees.
(3) We are not responsible for paying any amounts unless we have received payment. We reserve the right to charge-back and offset for any charge-backs. If you have been overpaid for any reason (as determined in our sole discretion), you agree to repay us immediately upon request.
a. Disclaimer of Warranty. THE WEBSITE (INCLUDING THE WEBSITE ELEMENTS AND CONTENT), THE SERVICE, OR ANY OTHER CONTENT AND INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH THE WEBSITE (INCLUDING CONTENT, PROMOTIONAL MATERIALS, SUBMISSIONS AND SONGS), ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES AS TO THE OPERATION OF THE WEBSITE, SERVICE OR CONTENT AND INFORMATION, OR CONTENT OR PRODUCTS MADE AVAILABLE THROUGH THE WEBSITE OR SERVICE OR ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR THOROUGHNESS OF ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE WEBSITE OR SERVICE, INCLUDING SUBMISSIONS OR PROMOTIONAL MATERIALS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE OR SERVICE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOUR USE OF THE WEBSITE, SERVICE AND/OR CONTENT IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.
b. Limitation on Liability. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THE WEBSITE, SERVICE OR CONTENT, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE CONTENT, GOODS AND SERVICES, (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS WEBSITE, SERVICE OR CONTENT, (VI) RESULTING FROM A BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT BY ANOTHER USER, (VII) ARISING OUT OF THE BREACH OF ANY TERM OR CONDITION OF AN OPPORTUNITY USE AGREEMENT, (VIII) ARISING OUT OF A DISPUTE RELATED TO THE PAYMENT OR COLLECTION OF LICENSE FEES; OR (IX) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR ACTED IN CONNECTION WITH THIS WEBSITE, SERVICE OR CONTENT; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
c. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you, in which case liability is limited to the fullest extent permitted by law.
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Â§1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY'S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT; (II) ANOTHER USER'S USE OF YOUR SUBMISSIONS; (III) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS WEBSITE, THE SERVICE OR ANY CONTENT; (IV) ARISING OUT OF YOUR SUBMISSIONS (INCLUDING SONGS) BEING INCLUDED BY YOU ON THE WEBSITE AND BEING MADE AVAILABLE THROUGH THE SERVICE; (V) YOU ENTERING INTO AN AGREEMENT, WITH ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION OTHER USERS OF THE SERVICES, CLIENTS AND OPPORTUNITY USE AGREEMENTS, WITH RESPECT TO ANY CONTENT THAT YOU PROVIDE OR USE; (IV) DISPUTES OVER THE PAYMENT OR COLLECTION OF LICENSE FEES; OR (VII) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE WEBSITE, SERVICE OR CONTENT. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
19. Disputes: Governing Law; Venue and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and the Company agree to submit to the exclusive jurisdiction of the courts located within the County of Los Angeles, California to resolve any dispute arising out your use of the Website, the Service, the Content or this Agreement.
The Company may terminate your User Account and/or otherwise prohibit you from using or accessing the Website or the Service, for any reason, or no reason, at any time in its sole discretion, with or without notice. This Agreement will automatically terminate if you fail to comply with the terms of this Agreement or if you attempt to assign this Agreement except as expressly permitted in this Agreement. Upon termination, you must stop all use of the Website, Service and Content, unless otherwise agreed upon by a user with respect to Promotional Materials and Songs. Sections 3, 6, 7, 9, 10, 11 and 14 through 22 together with any definitions and provisions intended to survive shall survive the termination of this Agreement. The Company may take any technical remedies to prevent any materials prepared in violation of this Agreement from entering, utilizing, or remaining within the Company's computer or communications networks. The Company may take such further action as the Company determines to be appropriate under the circumstances to eliminate or preclude repeat violations. The Company shall not be liable for any damages of any nature suffered by you, or any third party resulting in whole or in part from the Company's exercise of its rights under this Agreement.
22. Contact Us
If you need to contact us regarding this Agreement, we can be reached by emailing us at [email protected].