UNIVERSAL MUSIC GROUP WEB SITE TERMS AND CONDITIONS
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Universal Music Group
Website Terms and Conditions
The following terms and conditions
(the "Terms and Conditions") govern your use of the Universal Music Group
websites which consist of the companies listed at http://privacypolicy.umusic.com/entities.htm as
well as a multitude of record labels owned or distributed by its record company
subsidiaries around the world and their domain names (collectively, the
"Site"). The Site is made available by Universal Music Group and its
affiliates (collectively, "Universal" or "we" or "us"). We may change the
Terms and Conditions from time to time, at any time without notice to you, by
posting such changes on the Site.
BY ACCESSING AND/OR USING THE SITE,
INCLUDING REGISTERING FOR AN ACCOUNT, INTERACTING WITH THE SITE, OR SUBMITTING
FEEDBACK THROUGH THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS
AND TO ABIDE BY ALL RULES, TERMS, CONDITIONS, RESTRICTIONS AND NOTICES IN THE
TERMS AND CONDITIONS. If you do not agree to these Terms and Conditions,
you may not access or otherwise use the Site.
1. Proprietary Rights. As between you and Universal,
Universal owns, solely and exclusively, all rights, title and interest in and
to the Site, all the content (including, for example, audio, photographs,
illustrations, graphics, other visuals, video, copy, lyrics, software, etc.),
code, data and materials thereon, the look and feel, design and organization of
the Site, and the compilation of the content, code, data and materials on the
Site, including but not limited to any copyrights, trademark, patent, database,
moral, sui generis and other intellectual property and proprietary rights
therein. Your use of the Site does not grant to you ownership of any
content, code, data or materials you may access on the Site. You may view
the content on the Site on your computer or other internet-compatible device,
and make single copies or prints of the content on the Site for your personal,
internal use only. Any commercial distribution, publishing or
exploitation of the Site, or any content, code, data or materials on the Site,
is strictly prohibited unless you have received the express prior permission of
Universal or the applicable rights holder. (The Site may contain some
features that enable you to obtain rights to use certain of the content on the
Site, such as lyrics, music, photographs, and the like. In such
situations, your rights to use such content are limited to the rights expressly
granted by Universal in such situations.) You may not otherwise copy,
reproduce, distribute or otherwise exploit any content, code, data or materials
on the Site. If you make other use of the Site, or the content, code,
data or materials thereon, except as otherwise provided above, you may violate
copyright and other laws of the United States, other countries, as well as
applicable state laws and may be subject to liability for such unauthorized
use. Universal will aggressively enforce its intellectual property rights
to the fullest extent of the law, including the seeking of criminal prosecution.
2. Trademarks. The trademarks, logos, service marks and
trade names (collectively the "Trademarks") displayed on the Site are
registered and unregistered Trademarks of Universal and others and may not be
used in connection with products and/or services that are not related to,
associated with, or sponsored by their rights holders that are likely to cause
customer confusion, or in any manner that disparages or discredits their rights
holders. All Trademarks not owned by Universal that appear on the Site,
if any, are the property of their respective owners. Nothing contained on
the Site should be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any Trademark displayed on the Site
without the written permission of Universal or the third party that may own the
applicable Trademark. Your misuse of the Trademarks displayed on the Site is
strictly prohibited. Universal will aggressively enforce its Trademark
rights to the fullest extent of the law, including the seeking of criminal
prosecution.
3. User Information. In the course of your use of the
Site, you may be asked to provide certain personalized information to us (such
information referred to hereinafter as "User Information"). Our
information collection and use policies with respect to the privacy of such
User Information are set forth in the Site's Privacy Policy which
is incorporated herein by reference for all purposes. You acknowledge and
agree that you are solely responsible for the accuracy and content of User
Information.
4. Unsolicited Materials. Unless specifically
requested, we do not solicit nor do we wish to receive any confidential, secret
or proprietary information or other material from you through the Site, by e-mail
or in any other way. Any information, creative works, demos, ideas,
suggestions, concepts, methods, systems, designs, plans, techniques or other
materials submitted or sent to us ("Submitted Materials") will be deemed not to
be confidential or secret, and may be used by us in any manner consistent with
the Site's Privacy Policy. By submitting or sending
Submitted Materials to us, you: (i) represent and warrant that the Submitted
Materials are original to you, that no other party has any rights thereto, and
that any "moral rights" in Submitted Materials have been waived, and
(ii) you grant us a royalty-free, unrestricted, worldwide, perpetual,
irrevocable, non-exclusive and fully transferable, assignable and sublicensable
right and license to use, copy, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display such material (in
whole or part) and/or to incorporate it in other works in any form, media, or
technology now known or later developed. We cannot be responsible for
maintaining any Submitted Material that you provide to us, and we may delete or
destroy any such Submitted Material at any time.
5. User Conduct. You warrant and agree that, while
using the Site, you shall not upload, post or transmit to the Site, or
distribute or otherwise publish through the Site, any materials that: (a) are
protected by third party copyright, or other proprietary or intellectual
property right; (b) are unlawful, threatening, hateful, tortious, defamatory,
libelous, deceptive, fraudulent, invasive of another's privacy or publicity
rights, harassing, profane, obscene, vulgar or that contain explicit or graphic
descriptions or accounts of sexual acts (including but not limited to sexual
language of a violent or threatening nature directed at another individual or
group of individuals), (c) restrict or inhibit any other user from using and
enjoying the Site, (d) constitute or encourage conduct that would constitute a
criminal offense or give rise to civil liability, or (e) contain a virus or
other harmful component, advertising of any kind, or false or misleading
indications of origin or statements of fact.
You also warrant and agree that you shall not: (a)
impersonate any person or entity or misrepresent your affiliation with any
other person or entity; (b) upload, post, publish, transmit, reproduce,
distribute or in any way exploit any information or other material obtained
through the Site for commercial purposes (other than as expressly permitted by
the provider of such information or other material); (c) engage in spamming,
flooding, harvesting of e-mail addresses or other personal information,
spidering, "screen scraping," "database scraping," or any
other activity with the purpose of obtaining lists of users or other
information, or send chain letters or pyramid schemes via the Site; or (d)
attempt to gain unauthorized access to other computer systems through the Site.
You agree that you will not use the Site in any manner that could damage,
disable, overburden, or impair the Site or interfere with any other party's use
and enjoyment of the Site. You may not obtain or attempt to obtain any
materials or information through any means not intentionally made available or
provided for through the Site.
Although Universal may from time to time monitor or review
discussions, chats, postings, transmissions, bulletin boards, and the like on
the Site, Universal is under no obligation to do so and assumes no
responsibility or liability arising from the content of any such locations on
the Site nor for any error, defamation, libel, slander, omission, falsehood,
obscenity, pornography, profanity, danger, or inaccuracy contained in any
information within such locations on the Site.
You agree that if you include a link from any other website
to the Site, such link shall open in a new browser window. You agree not
to link from any other website to this Site in any manner such that the Site,
or any page of the Site, is "framed," surrounded or obfuscated by any third
party content, materials or branding. We reserve the right to revoke your
right to link to the Site from your website at any time upon written notice to
you.
You agree to defend, indemnify and hold Universal and its
directors, officers, employees, agents or content or service providers
(collectively, "Protected Entities")harmless from any and all claims,
liabilities, costs and expenses, including reasonable attorneys' fees, arising
in any way from your use of the Site, your placement or transmission of any
message, content, information, software or other materials through the Site, or
your breach or violation of the law or of these Terms and Conditions.
Universal reserves the right, at its own expense, to assume the exclusive defense
and control of any matter otherwise subject to indemnification by you, and in
such case, you agree to cooperate with Universal's defense of such claim.
6. Account and Password. You may be enabled to create
an account in the Site ("Account") using a stand-alone registration or social
media logins ("Login"). You shall be entirely responsible for maintaining
the strict confidentiality of any username or password administered to you
through your Login; for any access to or use of the Site by you or any person
or entity using the username or password, whether or not such access or use has
been authorized by or on behalf of you, and whether or not such person or
entity is your employee or agent; and for all activities that are conducted
through your Account. You agree to (a) ensure that you exit from your
Account at the end of each session and (b) immediately notify Universal if you
have any reason to believe an unauthorized use of your password or Account or
any other breach of security has taken place. It is your sole
responsibility to control the dissemination and use of your password, control
access to and use of your Account, and notify Universal when you desire to
cancel your Account on the Site. Universal will not be responsible or
liable for any loss or damage arising from your failure to comply with this
provision.
7. Software Downloads. In the event that you receive
software demos or other software products downloaded from the Site or otherwise
delivered or provided by Universal in response to your request, your use of
such software will be subject to the software license agreement that
accompanies such software.
8. Orders for Products and Services. We may make certain
products available to visitors and registrants of the Site. For example,
you may be able to order certain music-related products and/or licenses through
the Site. You may only do so if, and you hereby represent and warrant
that, you are domiciled in the United States and you are 18 years old or
older. You agree to pay in full the prices for any purchases you make
either by credit/debit card concurrent with your online order or by other
payment means acceptable to Universal. You agree to pay all applicable
taxes. If payment is not received by us from your credit or debit card issuer
or its agents, you agree to pay all amounts due upon demand by us.
9. Third Party Websites. You may be able to link from
the Site to third party websites ("Linked Sites"). For example, you may
purchase products, some of which may be Universal products, on or though Linked
Sites. You acknowledge and agree that we have no responsibility for the
information, content, products, services, advertising, code or other materials
which may or may not be provided by or through Linked Sites. Links to
Linked Sites do not constitute an endorsement by us of such websites or the
information, content, products, services, advertising, code or other materials
presented on or through such websites.
10. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING,
WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED
"AS IS" [AND] "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA,
DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES
CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION,
ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL
SUCH WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SITE OR
THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY,
SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS' REQUIREMENTS. NO
ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
UNIVERSAL ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR,
ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM,
YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT FROM YOUR ACCESS TO, USE
OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT,
IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE
SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, UNIVERSAL
AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING
ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM,
AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN
PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND
OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH UNIVERSAL OR ITS AGENTS.
ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY
UNIVERSAL "AS IS", EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A
LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND
UNIVERSAL OR ITS LICENSOR OR SUPPLIER.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL
UNIVERSAL OR ANY OF ITS PROTECTED ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM,
OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE
SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, LOST BUSINESS OR
LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE
ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE
PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED,
TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON
ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY
OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR
OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE
EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO UNIVERSAL FOR YOUR
USE OF THE SITE.
12. Applicable Laws. We control and operate the Site from
our offices in the United States of America. We do not represent that
materials on the Site are appropriate or available for use in other locations.
Persons who choose to access the Site from other locations do so on their own
initiative, and are responsible for compliance with local laws, if and to the
extent local laws are applicable.
13. Modifications to the Site and the Services. We
reserve the right, for any reason, in our sole discretion, to terminate,
change, suspend or discontinue any aspect of the Site, including, but not
limited to, content, features or hours of availability. We may also
impose limits on certain features of the Site or restrict your access to part
or all of the Site without notice or penalty. Universal reserves the
right to temporarily or permanently terminate your membership on the Site for
any or no reason without prior notice.
14. Notices and Contact Information. All notices required
or permitted to be given under these Terms and Conditions must be in writing
and shall be given by personal delivery, registered or certified mail, or
Federal Express or other nationally recognized courier service which regularly
tracks its packages, to :
Universal Music Group, Inc.
2220 Colorado Ave,
Santa Monica, CA 90404
Attn: Security Compliance Analyst.
Notices, if personally
delivered, shall be deemed to have been received on the date of delivery; if by
registered or certified mail, on the third business day after mailing; if by
Federal Express, on the second business day after deposit with the service.
If you have any questions, comments or complaints regarding
the Sites, feel free to contact us here.
15. Miscellaneous. Our failure to exercise or enforce
any right or provision of the Terms and Conditions shall not constitute a
waiver of such right or provision. If any provision of the Terms and Conditions
is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to the
parties' intentions as reflected in the provision, and the other provisions of
the Terms and Conditions remain in full force and effect.
16. Dispute Resolution You and Universal agree to
arbitrate all disputes between you and Universal or its affiliates, except for
disputes relating to the enforcement of Universal's or its affiliates
intellectual property. The Terms and Conditions are solely
governed by and construed in accordance with the laws of the State of New York,
without regards to its principles of conflicts of law that would require the
application of the laws of another jurisdiction. Any disputes between you and
Universal relating to the Sites must be resolved exclusively through binding
non-appearance-based arbitration administered by JAMS, or in small claims court
in New York, New York, U.S.A. or in your county of residence if your claims qualify.
In the event of a dispute, you or Universal must send to the other party
a notice of dispute, in writing, setting forth the name, address and contact
information of the party giving notice, the facts of the dispute and
relief requested. You may initiate proceedings by sending Us a Notice of
Legal Dispute, to the address listed in the "Notices and Contact
Information" above.
We will send any notice of
dispute to you at the contact information we have for you.
You and Universal agree to
try to attempt to resolve a dispute through informal negotiation upon notice of
a dispute for a period of 60 days. If you and Universal do not resolve
the dispute in such 60 day time period, then you or Universal may commence
arbitration. You and Universal agree that a dispute will be heard before
single a neutral arbitrator, whose decision will be final, except for a limited
right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP
THE RIGHT TO LITIGATE A DISPUTE IN A COURT OF LAW BEFORE A JUDGE OR JURY.
The arbitration proceedings shall be governed by the JAMS Comprehensive
Arbitration Rules and Procedures and Expedited Procedures, or JAMS' Streamlined
Arbitration Rules and Procedures, at the election of the party initiating the
arbitration. Information regarding these rules can be found on the JAMS
website at www.jamsadr.org. In addition, you and Universal agree that the
following rules shall apply to the arbitration proceedings: (a) the arbitration
shall be conducted, at the option of the party seeking relief, by telephone,
online, or based solely on written submissions; (b) the arbitration shall not
involve any personal appearance by the parties or witnesses unless otherwise
mutually agreed by the parties; and (c) any judgment on the award rendered by
the arbitrator may be entered in any court of competent jurisdiction. The
United Nations Conventions on Contracts for the International Sale of Goods
shall have no applicability.
To the fullest extent
permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE
JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM
INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITES, AND NO CLASS
ARBITRATION PROCEEDINGS SHALL BE PERMITTED, ONLY ON AN INDIVIDUAL BASIS.
In no event shall any claim, action or proceeding by you related in any way to
the Sites be instituted more than one (1) year after the cause of action arose.
If a court of competent
jurisdiction finds these arbitration provisions invalid or inapplicable, you
agree to the exclusive jurisdiction of the Federal and State courts located in
New York County, New York, and you agree to submit to the exercise of personal
jurisdiction of such courts for the purposes of litigating any applicable claim
or action.
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