Definition of the Parties.
- The term “Company” means Music Services, Inc. Contact information for the Company may be obtained at Company’s About Page www.musicservices.com, and any reference herein to Company’s Contact Page means the page located above.
Please also note that a “General User” means any User who accesses any portion of the Platform for which registration is not required (a “Public Portion”), including any User who accesses the Platform through the use of crawlers, robots, browsers, data mining or extraction tools, or similar functionality, whether such functionality is installed or configured by such person or entity or by a third party. A “Registered User” means, with respect to any portion of the Platform for which registration is required (a “Non-Public Portion”), any individual who (1) possesses a Company-issued, currently-valid username and password for such Non-Public Portion, and (2) is currently authorized by Company to access and use such Non-Public Portion.
Updates to the Platform. Company may, from time to time, with or without notice, change, modify, add or delete any content, style, functionality, service, accessibility, appearance or use of the Platform or any feature thereof; charge, modify or waive any fees (including any fee model) required to use the Platform; offer opportunities to some or all Users; or shut down the Platform entirely.
- Part 1: General Terms for All Users applies to all Users.
- Part 2: Supplemental Terms for All Registered Users contains additional terms that apply to all Registered Users
Part 1: General Terms for All Users
This Part 1 applies to all Users.
A. License; Limitations
B. Access and Authority to Use Non-Public Portions of the Platform
D. Use of Applets
Use of certain applications and functionalities available through the Platform may require the download or other transfer onto your computer of software “applets” (e.g., small, cross-platform compatible pieces of executing code) such as to enable communication between your computer and Company’s computers, and/or to execute such applications or functionalities. You agree to the transfer or download of such applets onto your computer system for the purpose of allowing you to access and use of any such applications and functionalities available through the Platform.
E. Intellectual Property; Proprietary Rights
- Copyright. The Platform (including the compilation, selection, coordination, arrangement and enhancement of all Databases, Associated Software and Materials on the Platform) is the property of Company, its suppliers and/or its licensors, and is protected by U.S. and international copyright laws. You acknowledge that all such rights are valid and enforceable. You may not remove or obscure any copyright or other proprietary notices contained on the Platform.
- Trademark. You are not permitted to use any trade names, trademarks, service marks, trade dress and related logos of Company and its affiliated legal entities and licensors (collectively, the “Marks”) unless you first receive prior written consent to do so from Company or the third party that may own such Marks.
- Patent. The Platform and/or portions thereof may be protected under patent law, and may be the subject of issued patents and/or pending patent applications.
F. Digital Millennium Copyright Act — Notification of Alleged Copyright Infringement
- Company has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “DMCA”), and reserves the right to avail itself of the protections under the DMCA. Company reserves the right to remove any content from the Platform, including any content alleged to infringe any third-party copyright. In appropriate circumstances, Company may terminate the access of Users who are copyright infringers. If you believe in good faith that any of the Materials hosted by Company on the Platform infringe your copyright, you (or your agent) may send to us written notice requesting that the allegedly infringing material be removed, or access to it be blocked.
- If you believe in good faith that a notice of copyright infringement has been wrongly filed with Company against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C § 512(c)(3) for details). Additional information regarding the DMCA, including the statutory language and related regulations, may be obtained from the United States Copyright Office, www.copyright.gov.
- Notices and counter-notices with respect to the Platform must be in writing and directed by email to firstname.lastname@example.org and by regular mail to General Counsel/Designated Agent, Music Services, Inc., 750 Old Hickory Blvd, Suite 2-202, Brentwood, TN 37027 Attn: DMCA Notice. You may contact our agent by telephone at 615-371-1320. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
G. Purchasing Services
H. Third Parties
- Third-Party Products and Services. From time to time, Company may have the opportunity to offer to you products and services from third-party vendors, including at discounted prices and through special arrangements. Please be aware, however, that Company cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about such products and services directly to the relevant vendor. Also, please note that, in some cases, Company may receive a referral fee or other consideration from the vendor for making the goods and services available to you. By taking advantage of the offer made available through Company, you are agreeing to any such fee or other arrangement.
- Third-Party Online Resources. The Platform may contain links to websites and other online resources of third parties that are not under Company’s control. Company may make available such links to other online resources merely as a convenience to you. Company makes no representations of any kind regarding the content of such third-party online resources, and you hereby irrevocably waive any claim against Company with respect to such online resources. You agree that any time you access a third-party online resource that is linked through the Platform, you do so at your own risk. Company is not responsible for the accuracy or reliability of any information or materials contained on any third-party online resources. Any comments regarding any third-party online resources should be directed to the entity whose website contains these materials or resources.
- Linking to the Platform by Third Parties. A third-party website that links or seeks to link to the Platform: (1) may link to the home page of the Platform (or any other page that Company may designate from time to time), but not replicate any of the Materials; (2) may not create a browser, border or frame environment around the Platform’s content; (3) may not imply that Company is endorsing it or its products; (4) may not misrepresent its relationship with Company, its publishers or licensees; (5) may not use any Company logo or other proprietary graphic or trademark as part of any link or otherwise without Company’s express prior written permission; and (6) may not portray Company, its related legal entities, directors, officers, employees, publishers or licensees or their services in a false, misleading, derogatory, or otherwise offensive manner. A third-party website seeking to link to the Platform must not violate any laws, advocate unlawful activity or contain content that is not appropriate for all ages. Company expressly reserves the right to remove any links to the Platform or request that you remove any links to the Platform that are not in compliance with these Terms.
I. Disclaimer of Warranties
- GENERAL DISCLAIMERS. COMPANY PROVIDES THE PLATFORM “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER(S) ON WHICH THE PLATFORM IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE, AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE PLATFORM, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM AND YOUR RELIANCE THEREON.
- Although we attempt to ensure the integrity of the Platform, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which the Platform’s completeness or correctness is in question, please contact Company via Company’s Contact Page listed above and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on the Platform, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see Digital Millennium Copyright Act — Notification of Alleged Copyright Infringement above.
- Company hopes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting, or other professional advice on any subject matter. In addition, Company strives to provide accurate information, but Company is not engaged in providing legal, accounting, or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting, or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional.
J. Disclaimers Regarding the Databases
DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO COMPANY BY COPYRIGHT OWNERS, LICENSEES AND OTHERS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH THE PLATFORM. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES
In some cases, the copyright ownership information shown for a musical composition or sound recording may not reflect actual copyright ownership of such musical composition or sound recording, or may no longer be current. Musical compositions or sound recordings listed in a Database may not be fully represented or represented at all by Company, and may not be licensable through Company. The data contained in online licensing reports and statements may no longer be current at the time such data is accessed through the Platform.
K. Limitation of Liablity
- A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE PLATFORM; (2) THE UNAVAILABILITY OF THE PLATFORM, INCLUDING ANY FEATURES THEREOF; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF THE PLATFORM; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF THE PLATFORM OR YOUR DATA BY AN EMPLOYEE OF CUSTOMER OR BY ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD.
- “Covered Party” means (1) Company, its related legal entities, and any officer, director, employee, subcontractor, agent, representative, successor or assign of Company or its related legal entities; and (2) each third-party supplier of any portion of the Platform, their affiliates, and any officer, director, employee, subcontractor, agent, representative, successor or assign of any third-party supplier of materials or any of their affiliates.
- Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
L. Release of Liablity
COMPANY MAY ACT MERELY AS AN INTERMEDIARY IN A TRANSACTION PROCESS OR AN INTERMEDIARY ON BEHALF OF DISCLOSED COPYRIGHT OWNERS AS AN AGENT, AND MAY NOT BE A PRINCIPAL IN CERTAIN TRANSACTION BETWEEN A COPYRIGHT OWNER AND LICENSEE OR BETWEEN USERS AND THIRD PARTIES MAKING OFFERS AVAILABLE THROUGH THE PLATFORM. WHERE COMPANY HAS ACTED AS AN INTERMEDIARY, YOU HEREBY RELEASE COMPANY, ITS RELATED LEGAL ENTITIES, AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL, OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF ANY COPYRIGHT OWNER, LICENSEE, USER, OR THIRD PARTY THAT MAKES OFFERS AVAILABLE THROUGH THE PLATFORM, OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE OF SUCH USERS, INDIVIDUALS, OR ENTITIES.
TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
N. Legal Notices Under California Law
Under California Civil Code Section § 1789.3, California residents are entitled to the following specific consumer rights information:
- Pricing Information. Current fees for our services may be obtained by contacting Company via Company’s Contact Page listed above. Company reserves the right to change its fees or to institute new fees at any time.
- Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Company is not responsible for implementing any parental control protections.
Q. Jurisdictional Issues
The Platform is controlled or operated (or both) from the United States, and is not intended to subject Company or any of its related legal entities, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the United States. Company does not represent or warrant that the Platform or any specific features or services that may be accessible through the Platform are appropriate or available for use in any particular jurisdiction. Those who choose to access the Platform and the entities that such individuals represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. Company may limit the availability of the Platform and/or specific features or services of the Platform with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion.
R. Applicable Law; Arbitration
S. Export Control Laws
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.
Part 2: Supplemental Terms for All Registered Users
A. Access and Authority to Use Non-Public Portions of the Platform
- Access. You may not access or use the Non-Public Portions unless you are a Registered User of the applicable Non-Public Portion. Your username and additional identifying information, including whether you or the entity you represent are a publisher, songwriter, copyright owner, or licensee, will govern which specific features of and information available through the Non-Public Portions you will be permitted to access and use, and you will comply with all applicable restrictions on your access to the Non-Public Portions imposed by Company from time to time. Certain individuals may be designated as Administrators (as defined below) and may be responsible for overseeing access of individuals within their entities to certain Non-Public Portions. Please review Administrator Responsibilities below for additional information about the responsibilities of Administrators, if applicable. The Non-Public Portions, like other areas of the Platform, are not intended for, and are not to be accessed by, minors.
- Your Account, Username and Password. You agree to use your username, password, and access to the Non-Public Portions only to conduct business on behalf of yourself (including, if applicable, the entity you represent). You further agree that you will not transmit, transfer, assign, or sell your username or password to any other person, even within your entity, or permit the use thereof by anyone else under any circumstance. Company will not be liable in the event of the loss of a username or password or the misuse by anyone of a username or password. It is your sole responsibility to secure and maintain your username and password and to keep current any personal or business information provided to Company. You agree that you will (1) log out and close down access to the Non-Public Portions at the end of each Non-Public Portions session; and (2) immediately notify your Administrator(s) (as defined below), if applicable, of your loss, or any unauthorized use of, your username and/or password or account, or any other breach of security. You have the option to change your password as often as you wish by creating a new password. It is recommended that you change your password at least once every 60 days.
- Deactivation of Registered Users. Each of Company and your Administrator(s), if applicable, has the right to deactivate or suspend you (or restrict your access rights) as a Registered User at any time for any reason, including for the reason that (1) you are terminating your employment with your entity; (2) your Registered User account will be inactive for an extended period of time; or (3) there is reason to believe that you have violated or will violate these Terms. Upon any deactivation of your account by Company or your Administrator(s), if applicable, your License to the Non-Public Portions of the Platform will automatically terminate and you agree that you will cease use of the Non-Public Portions immediately.
- Administrator Responsibilities. If applicable, Registered Users may designate at least one authorized individual to serve as its administrator for purposes of overseeing access of the Registered User’s authorized representatives to the Platform (“Administrator”). An Administrator will be responsible for creating and maintaining Registered User accounts, including distributing usernames and initial passwords to each Registered User. The Administrator will have access to the complete range of features and services available to Registered Users through the Non-Public Portions, as applicable. The Administrator may determine which features and services each Registered User may access by selecting and assigning one or more group-level permissions (“Groups”) (descriptions of which will be made available to Administrators through the Non-Public Portions) to each Registered User based on each such Registered User’s need and appropriateness to access specific Non-Public Portions features or services. Each Administrator will be responsible for overseeing and monitoring access by its Registered Users to the Non-Public Portions. If you are an Administrator, you must deactivate Registered User accounts when Registered Users no longer require access to the Non-Public Portions for any reason, including because they are no longer employed by your entity, are on an extended leave of absence, or have violated these Terms. If you have reason to believe that a password is being misused by a Registered User or used by an unauthorized person, you must deactivate the account and notify Company immediately by email as provided for on Company’s Contact Page. The Administrator(s), and the Registered Users they represent, are solely responsible for the conduct of the individuals they authorize to access the Non-Public Portions on behalf of their entity. Although Company is not responsible for monitoring access to the Non-Public Portions by an entity’s Registered Users, Company reserves the right to deactivate, suspend or restrict any Registered User’s access to the Non-Public Portions at any time.
- Primary Administrator; Changing or Adding Administrators. The person initially designated to act as Administrator on behalf of an entity (“Primary Administrator”) has the authority to designate one or more additional Administrators for their entity, who will have the same privileges and responsibilities as the Primary Administrator and who can, in turn, designate additional Administrators. The Primary Administrator must ensure that all Administrators agree to be bound by these Terms, including the provisions specifically applicable to Administrators. If there is any change with the Primary Administrator, Registered Users are obligated to notify Company immediately by email as provided for on Company’s Contact Page.
- Authority to Transact Business Through the Non-Public Portions. Each Registered User, acting through its Administrator, by providing a username and password to an employee, representative or any other individual (including the Administrator) (1) represents and warrants that each person to whom it assigns to a Group with permission to request, approve or accept licenses or license terms, or to conduct other transactions on the entity’s behalf, has authority to enter into binding agreements and licenses on behalf of such Registered User; (2) represents and warrants that each person whom it assigns to a Group with permission to access or modify data involving such Registered User has authority to obtain, review and/or modify such data; and (3) assumes full responsibility for all activities of such person in connection with the Non-Public Portions.
B. Submissions and Third-Party Content
C. Changes to Licenses
From time to time, a license requested to be issued or issued through the Platform may be updated or amended as a result of changes in the respective licensing interests and/or Company representation. In addition, Company reserves the right to amend or void a license in the event that Company determines such license to have been improperly issued, issued on the basis of a false, misleading or otherwise improper application and/or issued to a party not eligible to obtain licenses through Company.
D. Changes to Related Entities
In some cases, Company may be notified of a change in the particular entities or catalogs owned or administered by, or related to, a Registered User. Company reserves the right to make appropriate changes to its Databases and ongoing licensing practices to reflect such a change in relationship. For example and without limitation, in the case where a publisher is acquired or becomes administered by another publisher that acts as a “top level” publisher (i.e., controlling entity) according to Company’s records, certain licensing authorizations of the newly acquired or administered publisher may be adjusted to reflect the licensing authorizations of the “top level” publisher, including without limitation any “opt-in” or “opt-out” authorizations of the “top level” publisher. In addition, if you become aware of any changes to any entities or catalogues owned or administered by you, you agree to promptly notify Company of such changes in writing.