Content Submission Agreement
This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) and 209Rocks (referred to us "we" or "us"). By submitting any material or information to 209Rocks, its successors, assigns, agents, distributors and licensees, you explicitly confirm that you have read, understood, and agreed to the following agreement:
You have the right to terminate this agreement and all licenses granted to us at any time.
If you provide us with sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.; collectively "Standard Program Material") the following terms apply:
License Grant: You hereby grant to us, and by the act of delivering Standard Program Material to us grant to us, a nonexclusive, worldwide, royalty-free license to: (a) reproduce, distribute, publicly perform, publicly display and digitally perform the Standard Program Material in whole or in part (including the right to create compilations which include your songs); (b) create and use samples of the Standard Program Material solely for the purpose of demonstrating or promoting our or your products or services; (c) use any trademarks, service marks or trade names incorporated in the Standard Program Material in connection with your material; and (d) use the name and likeness of any individuals represented in the Standard Program Material only in connection with your material.
General Terms
1. Ownership. You retain ownership of the copyrights and all other rights in your songs, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.
2. Termination. You may terminate this agreement at any time by so notifying us; the agreement will terminate upon our actual receipt of such notice. We may terminate this agreement at any time without notification. Upon termination, all of our license rights terminate, except that we retain those rights necessary for us to sell any CDs or other tangible goods which we have produced prior to the date of termination which incorporate any of your Material (as defined in section 3 below). Our obligation to pay you amounts due to you under this agreement survives termination. Also, sections 3 and 6 below survive termination.
3. Representations and Warranties. The term "Material" means all material that you submit to us, including Standard Program Material, Sample Songs, and Collateral Material, as applicable. You represent and warrant that (a) the Material is your or your band's own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement, (c) the Material does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement. We, our customers, and our licensees shall not be required to make any payments with respect to material that you submit to our sites under these Terms, including but not limited to payments to third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licencors, unions, or guilds.
4. Determining Type of Content. We will implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith however and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.
5. Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. 209ROCKS 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 MERCHANT-ABILITY, 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, 209ROCKS MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. 209ROCKS 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 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 209ROCKS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. 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.
6. Waiver of Certain Damages. EXCEPT FOR A BREACH OF SECTION 3, NEITHER YOU OR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
7. Terms And Conditions. Our 'Terms And Conditions of Web Site Use' above apply.
8. Miscellaneous. This agreement will be governed by California law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or Federal court located in jurisdiction of Modesto, California, and we both irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). This agreement sets forth the entire understanding and agreement of the parties as to this agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.From time to time, we may change this agreement. When such modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with notification that any such modification has been made.
209ROCKS TERMS AND CONDITIONS OF WEB SITE USE
Set forth below are the terms and conditions (these "Terms and Conditions") governing the 209Rocks web site located at, or linked to through, the root URL 209rocks.com, which may expand or change from time to time (the "Website"). As used herein, the term "209Rocks" refers to us, the sole owner and operator of the Website; the term "you" or "your" refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.
CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.
Use of Materials Found on the Website: The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable 209Rocks terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a 209Rocks server, except where explicitly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any 209Rocks logo or trademark, please contact 209Rocks.
Copyright and Trademark Infringement Policy and Notification Procedure: 209Rocks does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to 209Rocks 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.
Refund policy: 209Rocks does not offer refunds. If there are any issues with a premium service, promotional order, or MP3 Store purchase, please contact 209Rocks immediately at support@209Rocks.com, as we aim to solve every issue amicably. Premium services (recurring billings, when offered) can be cancelled anytime for any reason. Cancellations by the individual, group, or company that signed up for the premium service (collectively, the "Subscriber") will be effective after the paid period. In case of cancellation by the Subscriber, the period that is already paid for will not be reimbursed. The premium service(s) will then remain active until the end of the paid period. 209Rocks reserves the right to cancel premium services for any reason at any time without notification.
If you have a balance resulting from sales in 209Rocks's store in excess of US $20.00, and your account is in good standing, We aim to transfer the remaining balance to your PayPal account as soon as possible.
Premium services can be cancelled at any time by emailing support@209Rocks.com with your cancellation request and artist name or order ID. Cancellations will be confirmed by us through email. Only when you receive a confirmation email does the cancellation become effective. If you do not receive a reply to your cancellation email within 24 hours, please resend your cancellation request in the case that the original did not go through.
Your Conduct: You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material 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, or which, without 209Rocks's express prior approval, contains advertising or any solicitation with respect to products or services. You shall not use any play- or page-increasing software or services. 209Rocks reserves the right to cancel accounts for any reason at any time without notification.
In addition, if we feel that a user abuses the 209Rocks site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud. 209Rocks reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.
Content: The Website offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the Website and related services. 209Rocks 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 209Rocks for evaluation of possible offensive material. 209Rocks reserves the right to act on such notices at its sole discretion.
Warranty Disclaimer: YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. 209ROCKS 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 MERCHANT-ABILITY, 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, 209ROCKS MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. 209ROCKS 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 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 209ROCKS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. 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.
Limitation of Liability: By availing yourself of the Website, Materials or related services, you agree to release and hold 209Rocks and the employees, officers, directors, shareholders, agents, representatives of 209Rocks, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with 209Rocks, any third-party providers or sources of information or data and legal advisers (collectively, "209Rocks Affiliates") harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the 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 209Rocks 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 Website, Materials or related services; or (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 209Rocks 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 209ROCKS 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 209ROCKS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of Modesto, 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. 209Rocks'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.
Age requirements for use of the Service: This Service is available for individuals aged 16 years of age or more if you reside in the European Union, 13 years or older if you reside in the United States or anywhere else. If you are under the age mentioned before, you are required to review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions. Registering an account on behalf of someone who is underage is a violation of our Terms and Conditions.
Modification of Terms and Conditions: From time to time 209Rocks may modify these Terms and Conditions in its sole discretion. When such modification is made, 209Rocks will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. 209Rocks is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.