PLEASE NOTE: The Site may include or be used in connection with certain Third Party Applications (as defined in Section 16 below). Your access to or use of such Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third Party Applications.
1. Acceptance of Terms. By using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Site. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change. We may, at any time, modify or discontinue all or part of the Site; charge, modify or waive fees required to use the Site; or offer opportunities to some or all Site users.
2. Jurisdiction. The Site is controlled and/or operated from the United Kingdom, and is not intended to subject us to non-U.K jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions outside of the United Kingdom. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
4. Rules of Conduct. In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behaviour. In addition, you will comply with the following “Rules of Conduct” as updated from time to time by us. You will not:
Post, transmit, or otherwise make available, through or in connection with the Site:
- Anything that is or may be (a)threatening, harassing, degrading, hateful or intimidating; (b)defamatory; (c)fraudulent or tortious; (d)obscene, indecent, pornographic or otherwise objectionable; or (e)protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offence; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking” or “phreaking.”
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
- Any material non-public information about a company without the proper authorisation to do so.
- Use the Site for any fraudulent or unlawful purpose.
- Use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
- Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
- Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
- Frame or mirror any part of the Site without our express prior written consent.
- Create a database by systematically downloading and storing all or any Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior, written consent.
- We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site).
5. Registration. You may need to register to use any part(s) of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorised use of your user name and password, or your Site account.
a. Generally. The Site may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant in Section 6(b) below).
b. License Grant. For each Submission that you post, you hereby grant to us and our affiliates (affiliated record labels and artists) (collectively, our “Affiliates”) a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sub licensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed, on or in connection with the Site or any of our (or our Affiliates’) similar services or products (e.g., any web sites, and any desktop, mobile or other applications, widgets or APIs) (such services or products, collectively, the “Site-Related Services”); (ii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information as provided by you in connection with your Submission for any promotional purposes related to the Site or the Site-Related Services, in each case, in connection with your Submission; and (iv) use your Submission (including the contents thereof) for any promotional or other business purposes related to the Site, the Site-Related Services, and Artists. For the purpose of clarification, nothing in this Agreement shall be deemed to authorise you to incorporate into any Submission any content or material owned by us, our Affiliates or our respective artists (“Artists”), directors, officers, employees, agents and representatives (“Representatives”) and licensors and service providers (collectively, “Providers”). IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 6, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SITE.
c. Disclaimers. It is possible that Site visitors will post information or materials on the Site that are wrong or misleading or that otherwise violate this Agreement. We, our Affiliates and our respective Artists, Representatives and Providers do not endorse and are not responsible for any information or materials made available through the Site or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) without any confidentiality or other non-disclosure obligations and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on the Site or the amount of storage space available for Submissions.
d. Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, including, without limitation, the ability to participate in activities on the Site and the possibility that publicity or favourable exposure may arise from our or our Affiliates’ use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or our Affiliates or any other party (including, without limitation, our or our Affiliates’ Artists, Representatives and Providers) pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
e. Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Artists, Representatives and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual’s name or address) within such Submission.
f. Waiver; Further Assurances; Indemnity. To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, our Affiliates and our and their respective Artists, Representatives and Providers from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against us, our Affiliates and our and their respective Artists, Representatives and Providers with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including, without limitation, reasonable attorneys’ fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern “moral rights” or “droit moral,” or similar rights, in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and our Affiliates to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement. Without limiting any other provision herein, you agree to indemnify us, our Affiliates, and our and their respective Artists, Representatives and Providers as further set forth herein, including in Section 20 below.
g. No Obligation to Use. For the purpose of clarification, it shall be in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to use or otherwise exploit any Submission.
7. Unsolicited Submissions. Notwithstanding anything to the contrary in this Agreement, we and our Affiliates do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions (“Unsolicited Submissions”), whether related to the Site, our Products or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our or our Affiliates’ sole property. We and our Affiliates have no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person.
9. Products. All rights in any products available through the Site, such as music, ring tones, ring back tones, SMS tones, images (e.g., screen savers), video, artwork, text, software and other copyrightable materials (collectively, the “Products”) are owned by us, our Affiliates and/or our (or their) licensors. If a separate agreement provided by us or an Affiliate governs a particular Transaction (as defined in Section 10 below) or Product, or your use of a particular Product, and the terms of such separate agreement conflict with the terms of this Agreement, the terms of such separate agreement will govern such transaction or use. Subject to your compliance with the terms and conditions of this Agreement and any other applicable terms and conditions imposed by us, our Affiliates and/or our licensors, you have a limited right to use those Products that you purchase or access through the Site solely for your personal, noncommercial use in accordance with the terms and conditions of this Agreement and any other terms and conditions that may apply to such Products, which right you cannot sublicense to others. Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights or those of any copyright or other rights owners in such Product, any other Product or any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Site and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our Affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set forth below. Unless we expressly provide otherwise, all Transactions, all Products and your use of such Products are subject to this Agreement.
Descriptions and images of, and references to, Products on the Site do not imply our endorsement of such Products. Except to the extent prohibited by applicable law, we reserve the right, with or without prior notice, to change such descriptions, images, and references; to limit the available quantity of any Product; to honour, or impose conditions on the honouring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any Product. Price and availability of any Product offered through the Site are subject to change without notice. In the event that a Product is listed at an incorrect price or with other incorrect information, we have the right to refuse or cancel any Transaction for such Product. You shall pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges, and any applicable network, data or other charges in respect of mobile downloads. In addition, you remain responsible for any taxes (including, if applicable, VAT and/or any import duties) that may be applicable to your Transaction(s).
Except to the extent applicable law provides otherwise, all sales through the Site are final, and all charges from those sales are nonrefundable, except as otherwise expressly set forth in this Agreement. We or our third party designees may automatically process charges against your selected payment method on the receipt page or when we provide you with a “Download Now” link. We or our third party designees will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.
11. Product Delivery. Except to the extent prohibited by applicable law, we reserve the right to change Product delivery options without notice. On occasion, technical and other problems may delay or prevent delivery of a particular Product. Except to the extent that applicable law provides otherwise, your sole and exclusive remedy with respect to any Product that is not delivered within a reasonable period will be either replacement of such Product or a refund of the purchase price paid for such Product, as determined by us in our sole discretion.
12. Usage Restrictions for Products. All Products you purchase, obtain or access on or through the Site are solely for your personal, non-commercial use. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products or any related software. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any Products or any copyright protection or use limitation systems associated with the Products. You may not play and then re-digitise any Products, or upload any Products or derivatives thereof to the Internet. Unless expressly permitted by us (e.g., a “Create Your Own Video” contest offered on the Site), you may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products (e.g., to provide sound for video). You may not transfer, sell or offer to sell the Products, including, without limitation, posting any Product for auction on any Internet auction site or “trading” the Products for money, goods or services. You are not granted any commercial sale, resale, reproduction, distribution or promotional use rights in connection with Products. Additionally, the following usage restrictions apply based on the type of Product you are purchasing or obtaining through the Site: