FasTrack Music Inc. Terms and Conditions of
Use
1.
Introduction
This Terms of Use Agreement (“Agreement”) is
made by and between FasTrack Music Inc. (“FTM” or “us”), a New York
corporation, and you (“You” or “Your” or “Users”). This Agreement contains the
terms and conditions that govern your use of this Web Site.
By
clicking the “I Agree” button or by accessing, visiting, browsing or using any
part of this web site, you agree that you have read, understand, and agree to
be bound by this agreement. If you do not agree to be bound by this agreement,
do not access or use any part of this web site.
FTM
reserves the right, from time to time, with or without notice to you, to make
changes to this agreement in FTM's sole discretion. Continued use of any part
of this web site constitutes your acceptance of such changes. The most current
version of this agreement, which supersedes all previous versions, can be
reviewed by clicking on the "terms of use" hyperlink located at the
bottom of every page on the FTM web site.
2.
Purpose of the Site
The Site provides information and samples of
music that can be licensed by FTM for synchronization in professional media
productions or products. The Site is intended to be used only by those in the
film, television, and multi-media industries and other industries which involve
the timed synchronization of music to visual or audible productions, and is not
intended for non-professional use by consumers. Any use other than the intended
use is strictly prohibited.
3.
Modifications to the Site.
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 fees. 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.
4.
User Conduct.
You warrant and agree that You shall not: (a)
impersonate or misrepresent your affiliation with any other person or entity;
(b) upload, post, publish, transmit, reproduce, distribute or in any way
exploit the Site or any information or other material obtained through or
derived from the Site for commercial purposes, other than as expressly
permitted by FTM or by the provider of such information or material; (c) engage
in spamming, spoofing or flooding; (d) attempt to gain unauthorized access to
the Site or other computer systems through the Site; or (e) harvest, collect or
store information about the Users or content of this Site. You understand that
the technical processing and transmission of the Site may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to
technical requirements of connecting networks or devices. FTM assumes no
responsibility for the transmission, deletion or failure to store information
submitted by You or other Users to FTM. In addition, You acknowledge that You
will not rely on any content created or provided by FTM on the Site or
otherwise.
5.
Proprietary Rights.
As between You and FTM, including our
affiliates, FTM is the owner and/or authorized user of any trademark,
registered trademark and/or service mark appearing on the Site, and is the
copyright owner or licensee of the content and/or information on the Site,
unless otherwise indicated. Except as otherwise provided herein, use of the
Site does not grant You a license to any content, features or materials You may
access on the Site. Any commercial use of the Site is strictly prohibited,
except as allowed herein or otherwise approved by us. You may not download or
save a copy of any of the content or screens for any purpose except as
otherwise provided by FTM. If You make other use of the Site, except as
otherwise provided herein, You may violate copyright laws and other laws of the
United States, other countries, as well as applicable state laws, and may be
subject to liability and/or legal action for such unauthorized use. We do not
grant any license or other authorization to any use of our trademarks,
registered trademarks, service marks, other copyrightable material or any other
intellectual property by including them on the Site, unless otherwise granted
by us.
6.
Music Licenses.
You acknowledge and agree that you have no
right to utilize the music and sound provided to You from the Site until you
execute the FTM license agreement(s) that are provided to you by FTM and
fulfill all payment and other obligations as set forth therein.
7.
Downloads
You acknowledge and agree that any and all
material downloaded by You from FTM's website remains the property of said
material's copyright holder. A grant of license to use a music recording does
not constitute any transfer of ownership. Registered users of the website may
have download access to Samples of the music recordings before a license has
been purchased. The Samples are to be used as temporary audition material only
and must be discarded immediately after the audition process is complete. Any
other use of the Samples is strictly forbidden and may be punishable by law.
The Samples are of low sonic quality and are embedded with an identifying code
that may or may not be audible. Any attempt to remove such code by any means is
strictly forbidden. You may not share, give, sell or otherwise transfer the
Samples to any third party for any reason. Broadcast quality music files are
made available for download after a license has been purchased and granted.
Your use of the broadcast quality files is governed by your purchased license
agreement.
8.
User's Grant of Limited License.
FTM does not solicit nor does it wish to
receive any confidential, secret or proprietary information or other material
from You through FTM's mail and email addresses, or in any other way. Any
information or material submitted or sent to FTM will be deemed not to be
confidential or secret. By submitting or sending information or other material
to FTM You represent and warrant that the information is original to You and
that no other party has any rights to the material. You also agree and
acknowledge that any ideas, concepts, methods, systems, designs, plans,
techniques or other similar materials that You submit or otherwise communicate
to the Site, may not be held confidential.
9.
User Information.
In the course of your use of the Site, You may
be asked to provide certain personal and non-personal information to us. FTM's
use of any information You provide shall be governed by the Privacy Policy. We
urge You to read our Privacy Policy. You acknowledge and agree that You are
solely responsible for the accuracy and content of such information.
10.
Security.
You understand and acknowledge that no data
transmission over the Internet can be guaranteed to be 100% secure and we
cannot guarantee that any information You submit to us will be free from
unauthorized third party intrusion. You understand and agree that all
information You submit to FTM is done so at your own risk.
11.
Internet Access.
You acknowledge and agree that in connection
with your use of the Site, You must: (a) provide for your own access to the
World Wide Web and pay any service fees (if any) associated with such access;
and (b) provide all equipment necessary for You to make such connection to the
World Wide Web, including, if applicable, a computer, software, a modem and a
working telephone or data line. FTM shall not be responsible for any
malfunctions, errors, crashes or other adverse events that may occur from your
use of the Site.
12.
Failure to Comply with Terms and
Conditions and Termination.
You acknowledge and agree that we may deny You
access to all or part of the Site without prior notice if You engage in any
conduct or activities that we, in our sole discretion, believe violate any of
these Terms and Conditions, violate the rights of FTM or its content providers,
or are otherwise inappropriate for continued access.
13. Representations
and Warranties
You represent and
warrant to FTM (i) that You have the full power and authority to enter into and
perform under this Agreement, (ii) the execution and performance by it of its
obligations under this Agreement do not constitute a breach of or conflict with
any other agreement or arrangement by which You are bound, or any applicable
laws, regulations or rules, and (iii) this Agreement is a legal, valid and
binding obligation of the party executing this Agreement, enforceable in
accordance with its terms and conditions.
14.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING, WITHOUT LIMITATION, ALL
CONTENT, FUNCTIONS, MATERIALS AND SERVICES, IS PROVIDED “AS IS,” WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED
ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR
CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FTM DOES NOT WARRANT THAT
THE SITE OR THE FUNCTIONS, FEATURES, OR CONTENT OR SERVICES CONTAINED THEREIN
WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE
CORRECTED. FTM MAKES NO WARRANTY THAT THE SITE WILL MEET USERS' REQUIREMENTS.
NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM FTM OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO
DISCONTINUE USING THE SITE.
FTM DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY
PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR
THROUGH THE SITE. FTM IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION
BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES WITHOUT THE DIRECT
INVOLVEMENT OF FTM.
15.
LIMITATION OF LIABILITY
IN NO EVENT SHALL FTM, OR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE
PROVIDERS BE LIABLE FOR ANY 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, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR
ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, EVEN IF FTM OR ITS
REPRESENTATIVE 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.
16. Indemnification
You will indemnify
and hold FTM and its employees, representatives, agents, affiliates, directors,
officers, managers and shareholders (the “Indemnified Parties”) harmless from
any damage, loss, cost or expense (including without limitation, attorneys’
fees and costs) incurred in connection with any third-party claim, demand or
action (“Claim”) brought against any of the Indemnified Parties insofar as such
Claim alleges facts or circumstances that would constitute a breach of any
provision of this Agreement by you. If you are obligated to provide
indemnification hereunder, FTM may, in its sole and absolute discretion,
control the disposition of any Claim at your sole cost and expense. Without
limitation of the foregoing, you will not settle, compromise or in any other
manner dispose of any Claim without the consent of FTM. If you are obligated to
provide indemnification hereunder, FTM may withhold any payment it is otherwise
required to make to you as a set off against your indemnity obligations.
17.
Links From and To the Site.
You may be able to link to third party web
sites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed,
controlled or examined by FTM in any way and FTM is not responsible for the content,
availability, advertising, products, information or use of User information or
other materials of any such Linked Sites, or any additional links contained
therein. These links do not imply FTM's endorsement of or association with the
Linked Sites. It is your sole responsibility to comply with the appropriate
terms of service of the Linked Sites as well as with any other obligation under
copyright, secrecy, defamation, decency, privacy, security and export laws
related to the use of such Linked Sites, and any content contained thereon. In
no event shall FTM be liable, directly or indirectly, to anyone for any loss or
damage arising from or occasioned by the creation or use of the Linked Sites or
the information or material accessed through these Linked Sites. You should
direct any concerns to that site's administrator or webmaster. FTM reserves the
exclusive right, at its sole discretion, to add, change, decline or remove,
without notice, any feature or link to any of the Linked Sites from the Site and/or
introduce different features or links to different Users. Other sites may link
to the Site only through a plain-text link. Permission must be granted by us
for any other type of link to FTM. To seek our permission, You may write to
FTM. We reserve the right, however, to deny any request or rescind any
permission granted by us to link through such other type of link, and to
require termination of any such link to the Site, at our discretion at any
time.
18.
Applicable Law/Jurisdiction.
You agree that the laws of
the state of New York, excluding its conflicts-of-law rules, shall govern these
Terms and Conditions. Please note that your use of the Site may be subject to
other local, state, national, and international laws. You expressly agree that
exclusive jurisdiction for any claim or dispute with FTM or relating in any way
to your use of the Site resides in the courts of New York, and You further
agree and expressly consent to the exercise of personal jurisdiction in the
courts of New York, in connection with any such dispute and including any claim
involving FTM or its affiliates, subsidiaries, employees, contractors,
officers, directors, telecommunication providers and content providers.
19. Locations
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.
20. Miscellaneous Provisions
A. This
Agreement will not be assignable or transferable by you without the prior
written consent of FTM.
B.
No failure or delay by a party in
exercising any right, power, or privilege under this Agreement will operate as
a waiver thereof, nor will any single or partial exercise of any right, power
or privilege preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege under this Agreement.
C.
No agency, partnership, joint
venture, or employee-employer relationship is intended or created by this
Agreement.
D.
The invalidity or unenforceability
of any provision of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, all of which will
remain in full force and effect.
Any inquiries concerning
these Terms and Conditions of use should be directed to: info@fastrackmusic.com