THE FOLLOWING TERMS OF SERVICE AND ALL OTHER RULES AND POLICIES REFERENCED HEREIN (COLLECTIVELY, THESE "TERMS") CREATE A BINDING LEGAL OBLIGATION BETWEEN YOU AND EMUZE, LLC. BY ACCESSING THE EMUZE SITE, OR AVAILING YOURSELF OF ITS SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY TERMINATE YOUR USE OF THE EMUZE SITE AND ITS SERVICES.
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A. ACCESSING THE SITE AND SERVICES
Company grants you permission to access to the Site and use the Service provided that you: (1) use the Services solely in accordance with the Terms, (2) use the Services solely for your personal, private, noncommercial use; (3) do not reproduce, publicly display, publicly perform, or distribute any part of the Services, including any materials obtained from the Services, in any medium without Company’s prior written authorization, or as authorized in these Terms; (4) you do not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purposes; (5) you do not engage in any of the prohibited uses described below; and (6) you will otherwise fully comply with these Terms. If you are using the Services on behalf of a group, collaboration, partnership, organization or other entity organization, including, but not limited to, an artist group or collaboration (a “User Group”), then you represent and warrant that you: (i) are an authorized representative of that User Group with the authority to bind such organization to these Terms and (ii) agree to be bound by these Terms on behalf of such User Group and each individual member thereof.
Company makes no representations that the Services is appropriate or available for use in locations outside the United States, and access to the Services from territories where any content or features that are available on or through the Services may be illegal is prohibited. Those who access or use the Services from other jurisdictions do so at their own risk and are solely responsible for compliance with both U.S. and local laws with respect to such access or use.
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B. USE REQUIREMENTS; REGISTRATION
You must be 13 to access the Site or use the Services. By so accessing the Site or using the Service, you represent either that (1) you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms, or (2) you are 13 years of age or older and have obtained a parent’s or legal guardian’s consent to access the Site. The Company is committed to complying with the Children’s Online Privacy Protection Act of 1998. The Site and the Services are not intended for children under the age of 13. Persons under the age of 13 are prohibited from accessing the Site and from using any of the Services. You hereby represent that you are 13 years of age or older. Some content on the Site may be inappropriate for minors.
Users of the Site will be either individual performers, group of performers or other users who access content and other content available on the Site (collectively, “Users”). In order to access some features of the Services, Users will need to register with the Site. Either the User or Company may terminate a User’s registration at any time and for any reason. Upon termination of a User’s registration, such User will no longer be allowed access to the User’s account on the Site or the Services. The User represents that all information the User provides during the registration process and at any time thereafter (“Registration Information”) will be true, accurate, complete, and current and that the User will promptly update its Registration Information as necessary to maintain it as true, accurate, complete, and current.
Users accessing certain Services will be required to have login information, including a username and password. The User’s account is personal to the User and the User shall not share account information with, or allow access to your account by, any third party. You will be solely responsible for all activity that occurs under your access credentials. The User should take care to prevent disclosure of the User’s username and password, and any device that the User uses to access the Service. A User must notify Company immediately of any disclosure or theft of the User’s username and password. If a User has any reason to believe that its account information has been compromised or that it has been accessed by a third party, the User must immediately notify Company by e-mail to admin@emuze.com. The User will be solely responsible for the losses incurred by Company and others (including other Users) due to any unauthorized use of the User’s account that takes place prior to notifying Company that your account has been compromised.
In connection with certain Services, Users may be required to provide access to their social network pages for purposes of contest rankings and other features of the Services. By becoming such a User, to the extent you access any Services requiring it, you hereby grant Company access to your accounts at the following social network sites, each as applicable: Facebook, Myspace, Twitter, YouTube, Vimeo, Last.fm, Soundcloud and such others as my be determined from time to time by Company in its sole discretion.
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C. USER CONTENT AND INFORMATION; OWNERSHIP
Except as expressly set forth in these Terms, you retain ownership in and to any original text, files, images, photographs, artwork, recordings, musical works, works of authorship and other original materials owned, developed and created by you at the time of submission to the Site and which you upload on the Site (but expressly excluding any of the forgoing to the extent they consist of or incorporate any Company Content, as defined below, or any other third party materials) ("User Content"). You are solely responsible for your own User Content and the consequences of posting or publishing them. Opinions expressed in User Content are not the opinions of Company, and Company does not endorse and has no control over User Content. User Content is not necessarily reviewed by Company prior to posting and Company makes no warranties, express or implied, as to the User Content or to the accuracy and reliability thereof. All User Content is subject to the following:
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1. You represent and warrant to the Company that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use all trademark, copyright and/or other proprietary rights in and to any and all User Content on the Site without limitation, and to grant the rights and license set forth herein (including all rights necessary for the use of any musical works, sound recordings, video clips, audio clips or other works embodied in any User Content); and (b) your User Content and Company’s use of such User Content in the manner contemplated herein, do not and will not (i) infringe, violate, or misappropriate any copyright, trademark, moral right, privacy right, right of publicity or any other intellectual property or proprietary right of any third party; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any third party; (iii) violate any applicable law or regulation; or (iv) require obtaining a license from or paying royalties to any third party for the exercise of any rights granted in these Terms.
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2. You agree not to post any User Content that is unlawful, harmful, tortious, defamatory, slanderous, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate, all as determined by Company in its sole and absolute discretion.
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3. You agree not to post any User Content that contains personal information about any individual other than yourself or your User Group, that violates the privacy/publicity of any third party, or that you are under a contractual obligation to keep private or confidential. You agree that you will not impersonate, or misrepresent an affiliation with, any person or entity unless you have the express written license to do so.
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4. You acknowledge that Company does not control User Content and does not have any obligation to monitor User Content for any purpose. Company may choose, in its sole and absolute discretion, to monitor, review or otherwise access some User Content, but by doing so Company nonetheless assumes no responsibility for any such User Content, no obligation to modify or remove any inappropriate User Content, or to monitor, review, or otherwise access other User Content. You acknowledge and agree that Company may or may not screen User Content prior to posting on the Site, and that Company and its designees shall have the right (but not the obligation) in their sole and absolute discretion to screen, refuse or remove any User Content for any or no reason. You agree that you must evaluate, and bear all risks associated with the use of any User Content, including, without limitation, any reliance on the accuracy, completeness, usefulness or legality of such User Content.
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5. You agree that you will not post any User Content that contain viruses, corrupted files or any other similar software, programs or content that may adversely affect the operation of the Site or the Services, nor will you post any links to other websites or any business solicitations of any type (other than the promotion and marketing of your artist content).
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6. By posting User Content, you understand and acknowledge that certain features of the Services are interactive and public, and, therefore, any materials, ideas or other communications you transmit in any manner and for any reason will not be treated as confidential. You acknowledge and agree that any ideas, concepts, techniques, procedures, methods, systems, video, scripts, music, photographs, designs, plans, charts, or other materials you transmit to Company may be used by Company anywhere, anytime, and for any reason whatsoever subject to the Terms, including, but not limited to, those relating to Company Content and the Company License contained herein.
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7. Certain features of the Service may permit Users to review, comment on and/or rank User Content. You are solely responsible for your commentary, rankings and/or reviews and agree that any assessment, analysis, compilation or other recordation of such reviews, commentary and/or rankings by Company shall be final and binding upon all Users.
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D. COMPANY CONTENT
The Site and Services are owned and operated by Company. You acknowledge and agree that all Company Content, as defined herein, is the valuable proprietary and intellectual property of Company or its licensors. You agree not to reproduce, distribute, display, publicly perform, revise, create derivatives of, copy, publish, sell, license, or edit any such Company Content except as permitted by the intended functionality of the Service and these Terms. Any attempt to download, print, publish, reproduce, publicly perform, or maintain a significant portion of the Company Content from the Service in violation of these Terms, to distribute copies of such content, information, or software, or to otherwise exploit the content, information, or software in violation of the intellectual property or proprietary rights of others is strictly prohibited by these Terms. For purposes of these terms, “Company Content” means any and all content, trademarks, logos, works of authorship, copyrights, text, music, graphics, designs, artwork, photographs, images, digitally downloadable files, video clips, product and character names, slogans, visual interfaces, interactive features, information, screen shots, computer code, products, software, services and all other intellectual property and proprietary rights that are either developed, designed, created, written or made for or on behalf of Company, whether or not for use on the Site or in connection with the Services. The Company Content is protected by any and all applicable international, federal, and state laws, rules, orders and regulations relating to intellectual or proprietary property, including, but not limited to, patent, copyright, trademark and trade secret. Notwithstanding the strict ownership rights of Company set forth herein, Company makes no representations or warranties whatsoever, express or implied, in respect of any Company Content.
Company Content includes the Services “eClout” feature (“eClout”), a ranking system that is proprietary to the Company, and all terms and conditions relating to Company Content shall apply to eClout.
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E. COMPANY LICENSE TO USER CONTENT.
After posting User Content, you continue to have the right to use such User Content in any way you choose, subject to these Terms and the license granted by you and described herein. By uploading, displaying, publishing, or otherwise posting any User Content on or through the Site and/or use of the Services (or any portion thereof), you hereby grant to Company a non-exclusive (meaning you may license your User Content to anyone else), perpetual and irrevocable (meaning you cannot take these rights back from the Company), sublicensable (so that Company can use such User Content as contemplated by these Terms), worldwide (meaning Company can use such User Content anywhere), fully-paid and royalty free (meaning Company will not pay anything for any User Content you submit), transferable (meaning Company can sell or otherwise transfer the rights hereunder) license to use, modify, edit, excerpt, publicly perform and display, reproduce, reformat, translate, distribute and otherwise commercially use and exploit for the sole benefit of Company and its strategic partners, licensees and transferees, alone or in compilations with content submitted by other Users, (1) all User Content submitted by you and (2) all images, likenesses, voices, names, photographs, video clips and audio clips of the User and/or the User Group, as applicable, in such User Content or otherwise submitted or provided by you to Company through the Site and/or use of the Services (“Company License”). For the avoidance of doubt, the Company License includes public performance rights, meaning the right to display and perform your User Content is public places, such as restaurants, cafes, airports and stores. If you have already granted public performance rights to a performance rights organization (e.g., ASCAP or BMI), you may be prohibited from also granting such rights to the Company, such organization may be prohibited from collecting royalties on your behalf, and you are solely responsible for notifying such organization.
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F. WORK WITH THE COMPANY AND/OR A MUZE.
The Company or a Muze may elect to work with one or more Users when, as and for such period of time as is determined by Company in its sole and absolute discretion. Work with the Company and/or a Muze is open to legal residents of the United States who either (1) are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms, or (2) are 13 years of age or older and have obtained a parent’s or legal guardian’s consent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms, in either case unless prohibited by applicable law. Any offer to work with the Company and/or a Muze is void where prohibited. The Company may from time to time conduct contests consecutively, concurrently and/or simultaneously to work with the Company or one or more Muzes in one or more fields of artistic endeavor. Any contests conducted by the Company, whether or not involving one or more Muzes, shall be subject to additional terms and conditions, which will be made available on the Site.
Company may also permit a Muze to work with one or more Users independent of any contest in the User’s field of artistic endeavor. If related to a contest, Company reserves the right to reject any entry, in its sole and absolute discretion, based on such criteria as are determined by Company or no criteria. Company reserves the right to waive any one or more of the requirements which may be applicable to a particular contest with respect to any User, all in Company’s sole and absolute discretion. Any waiver of any obligation hereunder by Company does not constitute a general waiver of any obligation as to other Users. Company reserves the right, in its sole and absolute discretion, to create the eligibility, content and other requirements applicable to Users and User Content, as well as the factors and parameters upon which Users and User Content will be judged.
By use of the Services and/or participating in any contest on the Site, Users agree to be bound by the decisions of Company and the Muzes in any way resulting therefrom or related thereto, which shall be final and binding in all respects on all Users. Persons who violate any rule, gain unfair advantage in using the Site or participating in a contest, or obtain winner status using fraudulent means will be disqualified. Unsportsmanlike, disruptive, annoying, harassing or threatening behavior is prohibited. Company will solely interpret all rules and resolve any disputes, conflicting claims or ambiguities concerning these Terms or the rules of any contest. If the conduct or outcome of the Services or any contest conducted on the Site is affected by human error, any mechanical malfunctions or failures of any kind, intentional interference or any event beyond Company’s control, Company reserves the right to make such decisions regarding the outcomes of the foregoing as Company deems appropriate, in its sole and absolute discretion. Any attempt by an entrant or any other individual to deliberately circumvent, disrupt, damage or undermine the legitimate operation of the Services or a contest conducted on the Site is a violation of criminal and civil laws. Should such an attempt be made, Company reserves the right to seek civil and/or criminal prosecution and/or damages from any such person to the fullest extent permitted by law. Company further reserves the right to: (1) terminate or declare any Services or any contest conducted on the Site null and void and rescind any prize, if in its sole judgment, the rules or the integrity of the Services or such contest have been violated or compromised in any way, intentionally or unintentionally by any person; (2) cancel, terminate or modify any Services or any contest conducted on the Site if, in the sole discretion of Company, it is impossible or impractical to complete the contest as planned for any reason, including, but not limited to, infection by computer virus, bugs, tampering, unauthorized intervention or technical failures of any sort; (3) alter or amend the rules applicable to any Services or any contest conducted on the Site at any time; and (4) stop or conclude any Services or any contest conducted on the Site at any time without prior notice.
By participating in the voting portion of any Services or any contest conducted on the Site, each User agrees to be bound by all rules applicable thereto. Voting is limited to one vote per person/verified email address. If a User receives multiple and/or irregular votes or multiple votes from the same user or users, including but not limited to, votes generated by a robotic, programmed, script, macro, other automated means, internet tool or other source, Company reserves the right to disqualify such User in its sole and absolute discretion.
Each User acknowledges and agrees that his, her or its selection by the Company or a Muze is expressly contingent upon, in addition to compliance with these terms and such other conditions as the Company may impose, such User’s entering into one or more express written agreements with the Company and such Muze and relating to ownership content created thereby and revenue to the User generated therefrom.
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G. INDEMNIFICATION
You agree to indemnify and hold harmless Company and its parent, subsidiaries, affiliates or any related companies, and their respective members, managers, directors, officers, employees, agents, representatives, attorneys, contractors, heirs, successors and assigns, and each other User, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees and costs) arising from or in any way related to (1) your use or misuse of the Site or the Services; (2) your User Content, including, but not limited to, Company’s reproduction, distribution, public performance or display, modification, editing, adaptation or other use or exploitation of your User Content consistent with these Terms; and (3) your breach or other violation of these Terms, including, but not limited to, any representations, warranties and covenants herein (and expressly including, without limitation, your violation or infringement of the intellectual property rights of any other person or entity). Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company and you agree to cooperate with Company’s defense of these claims. You agree not to settle any matter without prior written consent from Company in each instance, which consent may be granted or withheld in Company’s sole and absolute discretion. Company will use commercially reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
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H. NO COMPANY REPRESENTATIONS; LIMITATIONS OF LIABILITY
Company makes no representations or warranties of any kind or nature whatsoever, express or implied, as to the Site or the Services, including, but not limited to, regarding the reliability of the Site or the Services, the Company Content or User Content, and Company expressly disclaims all liability with respect to a User’s use of the Site or the Services or any portion, feature or service provided thereon or therein.
THE SITE AND THE SERVICES PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, ARE MADE WITH RESPECT TO THE SITE OR THE SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES OR ANY PORTION THEREOF OR FROM ANY PARTICULAR RESULT OR LACK OF RESULT FROM SUCH USE OR INABILITY TO USE THE SITE, THE SERVICES OR ANY PORTION THEREOF, NOR SHALL COMPANY BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND COMPANY'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SERVICE'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (AS TO ANY AND ALL CIRCUMSTANCES, WHETHER RELATED OR UNRELATED) EXCEED FIFTY DOLLARS (US $50.00) PER USER OR USER GROUP. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
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I. THIRD PARTY WEBSITES
The Site and the Services may hyperlink to sites not maintained by or related to Company. Hyperlinks are provided as a service to Users and are not sponsored by or affiliated with the Service or Company, and Company makes no representations or warranties about the content, completeness, or accuracy of those third party sites, and Company is not responsible for any use by such third party sites by any User. Information you submit at a third party site accessible from the Service is subject to the terms of that site's privacy policy, and Company has no control over how your information is collected, used, or otherwise handled.
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J. AVAILABILITY OF THE SITE AND THE SERVICES
Company may make changes to or discontinue any of the features, content, products and/or services available on the Site or through the Service at any time, and without notice. Company Content and/or User Content may be out of date, and Company makes no commitment to update any of the foregoing.
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K. DISAGREEMENTS BETWEEN OR AMONG USERS
Your use of the Site and the Services may bring you into contact with other Users. You are solely responsible for your involvement with other Users. If you have a dispute with one or more Users, you release and agree to indemnity Company (and its parent, subsidiaries, affiliates or any related companies, and their respective members, managers, directors, officers, employees, agents, representatives, attorneys, contractors, heirs, successors and assigns) from claims, demands and damages, costs and expenses of any kind or nature whatsoever, known and unknown, arising out of or in any way connected with such disputes.
In addition to its rights described elsewhere in these Terms, Company may delete all or any portion of any User Content that Company determines, in its sole and absolute discretion, violates these the Terms.
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L. TERMINATION
Company, in its sole discretion and for any reason or no reason, may terminate any User or User Content (or any part thereof), disable your access to the Site or the Services (or any part thereof) or otherwise discontinue use of the Site or the Services (or any part thereof), at any time, with or without notice. You agree that Company shall not be liable to you or any third-party for any such termination, disablement or discontinuation, including, but not limited to, for the unavailability of any User Content (whether uploaded by you or another User). The foregoing rights are in addition to, and not in lieu of, any other rights or remedies Company may have at law or in equity.
You may terminate your use of the Site and the Services at any time, with or without notice, subject to those rights of Company that survive termination as set forth below. If you are dissatisfied with the Site or any of the Services, then please let us know by e-mailing us at admin@emuze.com. Your only remedy with respect to any dissatisfaction with the Site or the Services (or any portion thereof), including, but not limited to, any specific result or lack of result by you from the use thereof, is to terminate your use of the Service.
Upon termination of a User’s use of the Site or the Services (or any portion thereof), any provision which, by its nature or express terms should survive, will survive such termination or expiration (including, but not limited to, the Company License, your indemnification obligations and the limitations on Company’s liability).
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M. MODIFICATION OF THESE TERMS
Company reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Site. Your continuing and/or new use of the Site and/or the Services (or any portion thereof) following any such change constitutes your agreement to be bound by these Terms as so modified.
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N. DIGITAL MILLENNIUM COPYRIGHT ACT
If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Site infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Company's designated copyright agent with the following information in writing:
- (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- (ii) A description of the copyrighted work that you claim has been infringed;
- (iii) A description of where the material that you claim is infringing is located on the Service;
- (iv) The address, telephone number, and/or electronic mail address at which the complaining party may be contacted;
- (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Company will respond to notices of alleged infringement that comply with the DMCA. Company’s designated copyright agent to receive notifications and counter-notifications of claimed infringement can be reached at: admin@emuze.com.
THIS CONTACT INFORMATION IS ONLY FOR REPORTING ALLEGED COPYRIGHT INFRINGEMENTS. CONTACT INFORMATION FOR OTHER MATTERS IS PROVIDED ELSEWHERE IN THESE TERMS AND ON THE SITE.
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O. MISCELLANEOUS
You acknowledge and agree that no partnership is formed between or among Company, on the one hand, and you, any User or User Group, on the other, and you have no power or the authority to obligate or bind Company in any manner or respect whatsoever. These Terms will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any conflicts of laws or choice of law principles. By using the Site and the Services (or any portion thereof), you hereby agree that any and all disputes regarding such usage and/or these Terms will be subject to the federal, state and local courts for Boston, Massachusetts. These Terms operate, govern and control to the fullest extent permissible by law. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. If a court so finds any provision of these Terms to be unlawful or unenforceable or invalid, that term will be enforced to the fullest extent permitted by applicable law.
The failure of Company to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms. If Company fails to act with respect to your breach or anyone else's breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches.
The headings in these Terms are for your convenience and reference. These headings do not limit or affect these Terms.
These Terms, together with the other terms, conditions and policies referenced on the Site, make up the entire agreement between us relating to Site and the Services, and replaces any prior understandings or agreements (whether oral or written) regarding the Site and the Services.
