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Soundmetro - Terms and Conditions of Website Use
!! Soundmetro Does Not Tolerate Copyright Infringement, Theft Or Abuse !!
Report Copyright Abuse Here: Abuse@Soundmetro.com
Read These Carefully
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MAY 1st, 2005
SOUNDMETRO TERMS AND CONDITIONS OF WEB SITE USE
Set forth below are the Terms and Conditions governing the Soundmetro.com Website.
As used herein, the term "Soundmetro and Soundmetro Website" refers to Soundmetro.com and all webpages, programs, databases and or any other files that make up the Soundmetro Website and located on the Server hosting the Soundmetro Website. The term "you" or "your" refers to an individual, representing yourself and or, if applicable, acting as a Legal Representative for a Group, Business Entity, Corporation or Company.
BY CREATING ANY ACCOUNT (Member Account, User Account, Artist Account or Band Account) ON THE SOUNDMETRO WEBSITE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS SO PLEASE READ CAREFULLY.
USE OF THIS WEBSITE AND MATERIALS FOUND HEREIN
Use of any Materials found on Soundmetro "The information, audio, video, artwork, text, pictures, and any other intellectual property collectively called "Materials" contained on the Soundmetro Website are protected by copyright and international laws. You may only access and use the Materials for educational and personal purposes. You may not reproduce, distribute, publicly perform, publicly display, modify or create your own works from these Materials, unless authorized by Soundmetro and or the appropriate copyright owner(s). If you print any Materials found on the Soundmetro Website, you must also include any copyright notice originally included with the Materials on all printed copies. You may not link directly to any Materials or Media Files located on the Soundmetro server, except where you are allowed to do so. You can not claim any Materials or Media Files located on the Soundmetro server as your own work unless it is your own work. Any Materials or Media Files downloadable or otherwise available on Soundmetro are only provided subject to the terms of the applicable license agreement of the copyright owner(s).
Soundmetro reserves the right to remove any material that you submit to any part of the Soundmetro Website for any reason without prior notice to you and without any liability to us. We do not guarantee that any submission to the Soundmetro Website will be processed within any expected timeframe. We will not have any liability to you as a result of service outages that are caused by our maintenance on the servers or the technology that underlies the Service, failures of our service providers (including telecommunications, hosting and power providers) computer viruses, natural disasters or other destruction or damage of our facilities, an act of God, war, civil disturbance
or other cause beyond our reasonable control.
Soundmetro also reserves the right, in our sole discretion, to restrict, suspend or terminate your access to all or to any part of the Soundmetro website at any time for any reason without prior notice or liability. We may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.
COPYRIGHT AND TRADEMARK INFRINGEMENT POLICY
Soundmetro in no way owns the Material, Musical Compositions, Sound Recordings, Art or other Written or Visual Images collectively called "Content" posted by Members of the Soundmetro Website. All Member Content is posted by an Individual, Group or Company and collectively called "Artist" who has represented and guaranteed to Soundmetro that, neither the Content nor the names, trademarks and service marks under which Content is provided and promoted infringes on any other parties copyright, patent, trademark or any other proprietary rights, as well as the rights of publicity, privacy and or moral rights.
See the Soundmetro "Music Submission Agreement".
By submitting, uploading, displaying, posting, selling, making available for download and or streaming, your's or any Materials and or Content to the Soundmetro Website, you represent and guarantee that Soundmetro, our Customers and Licensees shall not be required to make Any Payments with respect to any Materials and or Content that you submit to Soundmetro, including, but not limited to, payments to You, any and all Other Parties, Music Publishers, Mechanical Rights Agents, Performance Rights Societies, Persons who contributed to or appear in your Materials and or Content, Your Licensors, Unions or Guilds. You represent and guarantee to Soundmetro that you have full right and power to enter into and perform under these Terms, and have secured any and all Third-Party Consents, Licenses and Permissions necessary to enter into and perform under these Terms.
You also represent and guarantee to Soundmetro that the Materials and or Content that you submit to the Soundmetro Website does not contain "samples" of any Third Parties Sound Recording or Musical Composition and will not infringe on any Third Parties Copyright, Patent, Trademark, or any other proprietary rights, as well as the rights of publicity, privacy and or moral rights. And that the Materials and or Content that you submit is not and will not violate any law, statute, ordinance or regulation. And that the Materials and or Content that you submit is not and will not be defamatory, trade libelous, pornographic or obscene.
Soundmetro is not in any position to determine who ultimately has the legal right to use any Materials and or Content posted to the Sounmetro Website, its policy on these matters is that they must be resolved directly between the Parties Alleging Misuse "Complainants" of the Materials and or Content in question and the Artist. Soundmetro advises that the Complainants immediately notify the Artist about any allegations of infringement by contacting the Artist on their Artist Page through the Soundmetro message system or by the Artist listed email contact address. It is Soundmetro's belief that most Artists are honest and may not realize they have infringed on someones legal rights. Soundmetro fully expects that once notified, an Artist will voluntarily stop any and all infringement and or alleged illegal activity.
Soundmetro takes Copyright Infringement and Content Abuse seriously..........
Complainants may notify Soundmetro concerning any Materials and or Content being used on the Soundmetro Website in violation of their rights by sending an email to Abuse@Soundmetro.com. Soundmetro only shall use information provided by Complainants in accordance with its current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the supplied information to the Artist and or sharing that information with third parties if needed in order to stop any such alleged abuses. In most cases, soon after receiving written notice alleging infringement, Soundmetro will either remove the allegedly infringing Materials and or Content from those web pages identified or at its election, Remove those web pages totally, and or remove the entire Sounmetro Personal Artist Website or even Ban the Artist permanently from Soundmetro.
YOUR CONDUCT ON THE SOUNDMETRO WEBSITE
Artists shall use the Soundmetro's Website for lawful purposes only. You shall not post or transmit via the Website any Materials and or Content which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, and or contains advertising or any solicitation with respect to products or services.
If Soundmetro feels that a user is abusing the Soundmetro site in any way, (Abuses include but are not limited to posssible copyright infringement, possible libel and slander, possible credit card fraud) Soundmetro reserves the right to share certain information with third parties if needed, Refuse Service, Terminate Accounts, Ban Members, and or Cancel Orders at its sole discretion and without notification.
By submitting sound recordings or musical compositions or other audio and or audio-visual content to Soundmetro, You represent and guarantee that you are at least eighteen years of age and grant us, our affiliates, and our business partners a worldwide, royalty-free, nonexclusive license to....
- Publicly perform, publicly display, broadcast, encode, edit, alter, modify, reproduce, transmit,
manufacture, distribute and synchronize with visual images your material, in whole or in part,
alone or in compilation with content provided by third parties, through any medium now known or
hereafter devised for the purpose of demonstrating, promoting or distributing your material, to
users seeking to download or otherwise acquire it and or (ii) storing the work in a remote
database and made accessible by Soundmetro users.
- Make your material accessible as audio streams.
- Use any trademarks, service marks or trade names incorporated into your material and use the
likeness of any individual whose performance or image is contained in your material.
You agree to provide true, accurate, current and complete information about yourself as requested in Soundmetro's registration process and to keep your information current and updated. You may not reveal your Soundmetro password to anyone else and you may not use anyone else's password. You are totally responsible for maintaining the confidentiality of your Soundmetro account and password. Unauthorized access to Sounmetro is a breach of these Terms and a violation of the law.
CHILD SAFETY (PARENTS PLEASE READ)
Soundmetro offers a wide variety of Materials and or Content to our Members and Users. Some Content could contain profanity or otherwise inappropriate or offensive Materials and or Content for Children or other Members and or Users. Members and or Users must evaluate and bear the risk associated with the use of Soundmetro Website and our related services. Soundmetro suggests that parents should supervise their children’s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact Soundmetro at Abuse@Soundmetro.com for evaluation of possible offensive material. Soundmetro reserves the right to act on such notices at its sole discretion.
THIRD PARTY SITES
Soundmetro contains links to other Internet sites that our business partners and other third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. We have no control over third party sites and we are not responsible for any changes to or content on them. Our inclusion of any material in the Soundmetro search database or a link on our sites is not an endorsement of that material or link or the companies that own or operate the material or linked sites.
SOUNDMETRO'S ADDITIONAL WEBSITE FEATURES
If Soundmetro contains a Bulletin Board Service, chat areas, news groups, forums, communities and or message or communication facilities (collectively, the "Forums"), you agree to use any Forum only to send and receive messages and material that are proper and related to that particular Forum. Without limiting the foregoing, you agree that you will not
(i) defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;
(ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
(iii) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
(iv) advertise or offer to sell any goods or services for any commercial purpose;
(v) conduct or forward surveys, contests, pyramid schemes or chain letters;
(vi) download any file posted by another user of a forum that you know or reasonably should know,
cannot be legally distributed in such matter;
(vii) falsify or delete any author attributions, legal or
other proper notices or proprietary designations or labels of the origin or source of software or other
material contained in a file that is uploaded;
(viii) restrict or inhibit any other user from using and enjoying the forum;
If in our sole discretion, you choose a username that is obscene, indecent, abusive or which might otherwise subject our site to public disparagement or scorn, we reserve the right, without prior notice to you, to automatically change your username, delete your posts from the Forums, deny you access to the Forums, or any combination of these options. If you continue to choose usernames that we find objectionable, we reserve the right to permanently terminate your access to the Forums, or Soundmetro or both.
You will not use any part of Soundmetro for illegal purposes. Use of the Soundmetro Website is subject to existing laws and legal process, and nothing contained herein shall limit our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
Soundmetro reserves the right to terminate your access to any or all of the Soundmetro Website, Forums and or Addional Features of the Soundmetro Website at any time without notice for any reason whatsoever.
LEGAL POLICIES WARRANTY AND NOTICES
WARRANTY DISCLAIMER..........
YOU EXPRESSLY AGREE THAT USE OF THE SOUNDMETRO WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. SOUNDMETRO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED AND OR ERROR-FREE. THE SOUNDMETRO WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOUNDMETRO.COM MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, SOUNDMETRO.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOUNDMETRO.COM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE SOUNDMETRO WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL SOUNDMETRO.COM BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SOUNDMETRO WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. AND SOUNDMETRO RESERVES THE RIGHT TO TERMINATE ANY AND ALL SOUNDMETRO SERVICES AT ANY TIME WITHOUT NOTICE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
You hereby agree to indemnify, defend and hold Soundmetro.com, and all of our officers, directors, owners, agents, information providers, affiliates and licensors (collectively, the "Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Party in connection with any claim arising out of or related to the Soundmetro Website, Materials or related services including but not limited to:
(a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind;
(b) failed, incomplete, garbled or delayed computer transmissions;
(c) any condition caused by events beyond the control of Soundmetro that may cause the Website or related services to be disrupted or corrupted;
(d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Soundmetro Website, Materials or related services;
(e) any printing or typographical errors in any materials associated with the Website, Materials or related services.
In addition, you agree to defend, indemnify and hold Soundmetro Affiliates harmless from any claim, suit or demand, including reasonable attorney's fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL SOUNDMETRO BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SOUNDMETRO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The listing, or absence of listing, of any document in the Service's search database does not imply any warranty or guarantee by us, for any companies, products, or services described in such documents. Soundmetro disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in Soundmetro's search results. We disclaim any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, material or content. We disclaim any responsibility for any harm resulting from downloading or accessing any information, material or content on the World Wide Web or Internet using search results from the Soundmetro Website.
GENERAL PROVISIONS...........
You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties.
These Terms and Conditions are governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents.
Any controversy or claim arising out of or relating to these Terms and Conditions or our Websites will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Santa Ana, California, United States of America and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Santa Ana, California, United States of America necessary to protect the rights or property of you or the Party (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
If any provision of the arbitration clause is held to be invalid or unenforceable, then any Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of Santa Ana, California, United States of America. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Soundmetro's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
MODIFICATION OF TERMS AND CONDITIONS........
Soundmetro reserves the right, in our sole discretion, to modify these Terms and Conditions as well as any Site or Service fees and or Services, at any time without notice, and will be effective upon the date that Soundmetro posts a new set of Terms and Conditions and or Services and Fees on the Soundmetro website. Your continued use of your Soundmetro Account constitutes your binding acceptance of the new Terms and Conditions, Services and Fees including but not limited to any changes or modifications in whole or in part to the Terms and Conditions, Services and Fees that Soundmetro may make. It is your responsibility to review the Terms and Conditions, Services and Fees from time to time and be aware of any new modifications. Each time you log on to the Soundmetro, you will be deemed to have accepted any such modifications to the Terms and Conditions, Services and Fees. If any at any time these Terms and Conditions, Services and Fees or changes to the Terms and Conditions, Services and Fees are not acceptable to you, You may cancel your Service and or Account with Soundmetro by contacting us through our Support Form or by Email.
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