MEGATRAX PRODUCTION MUSIC WEBSITE USE AGREEMENT
THESE TERMS AND CONDITIONS OF USE CONTAINED HEREIN SHALL GOVERN AND APPLY IN FULL FORCE AND EFFECT TO YOUR USE OF THE MEGATRAX PRODUCTION MUSIC, LLC (“Megatrax”) WEBSITE. BY USING THE MEGATRAX WEBSITE, YOU EXPRESSLY ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN IN FULL. YOU MUST IMMEDIATELY REFRAIN FROM ANY USE OF THE MEGATRAX WEBSITE IF YOU HAVE ANY OBJECTION WHATSOEVER TO THESE TERMS AND CONDITIONS.
The Terms and Conditions of usage contained herein (the “Terms and Conditions”) in no way affects, alters and/or amends any terms or conditions you may or may not have in any other agreement(s) in which you may have with Megatrax Production Music, Inc., and/or any of the Megatrax licensees or affiliates. To the extent that there is a conflict between these Terms and Conditions stated herein and said agreement(s), the terms in such agreement(s) shall govern and control.
In the event that you commit a breach of the Terms and Conditions stated herein or otherwise violate any and all applicable laws hereto, Megatrax shall have the irrevocable right, without limiting any other rights or remedies Megatrax may have, to immediately suspend and/or terminate your use of this website forthwith.
1. USE OF THE WEBSITE
This website, www.megatrax.com (“Site”), and all of its production music and/or its content (“Content”) are intended solely for the business purpose of registered users and prospective customers. Any purpose not related directly to such purpose is expressly prohibited. THE USE OF THE CONTENT ON THIS SITE IN ANY MANNER NOT SO EXPRESSLY GRANTED OR INTENDED HEREIN IS STRICLTY PROHIBITED. Any such unauthorized usage of the Site and/or the Content in any other manner not so expressly granted or intended herein, including, but not limited to, the publication, reproduction, transmission, distribution or synchronization of any of the Content, until an agreement and/or license is entered into by you and Megatrax, shall be deemed a violation of any and all applicable laws including, but not limited to, Copyright, Trademark, Right of Publicity and Privacy laws, and all applicable communications regulations and statutes, whether in the United States or around the World, and may subject you to civil liability, criminal prosecution or both, under applicable Federal, state and/or local laws and/or applicable foreign laws, rules, regulations or treaties. For avoidance of doubt, the registering and creating of an account for the Site is NOT the applicable agreement and/or license needed to download and/or use the Content found on the Site.
You hereby represent and warrant that: (a) you are 18 years old or older, or that you are 15 years old or older and have obtained your parent’s or guardian’s consent to use the Site in accordance with these Terms and Conditions; (b) if you are using the Site on behalf of a corporation or entity, you further represent and warrant that you are authorized to accept these Terms and Conditions on behalf of said corporation or entity, and such corporation or entity agrees to indemnify Megatrax for any and all violations of these Terms and Conditions; (c) your use of the Site does not violate any applicable law(s), rule(s) and/or regulation(s), and you will not use nor encourage the use of the Site in any manner which would result in the violation of any applicable law(s), rule(s) and/or regulation(s); (d) in the event that you should raise any claim or action against any other user of the Site and/or customer of Megatrax as a result of their use of the Site, then you shall raise such claim and/or action independently of Megatrax; and (e) all registered information that you submit is truthful, accurate and correct, and you shall maintain and promptly update the accuracy of such information.
You acknowledge and agree that: (a) it is technically impossible to provide the Site free of faults and Megatrax is not and does not undertake to do so; (b) faults may lead to the temporary unavailability of the Site; (c) the operation of the Site may be adversely affected by conditions outside of the control of Megatrax, including, but not limited to, transmission and telecommunication links; and, (d) the Site and information provided is on an “as is” and “as available” basis, and Megatrax makes no representation or warranty, whether expressed or implied, in relation to the information on the Site, including, but not limited to, the completeness, accuracy, satisfactory quality and fitness for a particular purpose, security and validity of the Site and content and, as such, you are assuming the entire risk as to the completeness, accuracy, quality, fitness for a particular purpose, security and validity of the Site and content.
3. SITE OWNERSHIP
Megatrax owns, solely and exclusively, any and all right, title and interest in and to the Site and is the owner and/or controller of all Content contained on the Site, including, but not limited to, any and all copyrights, trademarks, trade names, trade dress, service marks, logos, musical compositions, sound recordings, lyrics, photographs, graphics, text and all other intellectual property, and shall remain fully vested in Megatrax, its affiliates and/or other licensors, and is protected by the copyright laws of the United States, and all other intellectual property laws and treaties in the applicable territories. Megatrax does not transfer ownership, title, right or interest in or to any portion of the Content to you, unless specifically stated otherwise in the applicable license by and between Megatrax and you.
If you believe the Site and/or Content contained on the Site contains elements that infringe on your rights, please notify Megatrax immediately in writing.
4. USAGE RULES
You are required to properly, truthfully and completely fill out a license application should you want to sync, transmit, or use in any way and in any manner, any Content provided by Megatrax through the Site. The license granted in connection with any such use of Content shall govern and you shall be held to the terms and conditions as stated is said license. You do not need to be a registered user of the Site to stream the Content. You must be a registered user of the Site to download any Content, all downloadable Content from the Site contains the metadata indicating Megatrax as the owner and/or administrator for such Content. If you are not a registered user of the Site, then subject to these Terms and Conditions, Megatrax grants you a limited, personal use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to (a) stream the "Content" that is available to you from Site; and (b) to use the Site.
The authorized right to stream and/or download of the Content and/or the grant of a license of the Content is not an agreement for sale or assignment of any ownership rights in and to the Content. The purchase of a license to stream and/or download any of the Content does not create an ownership interest in the licensed Content.
Restrictions on Your Use of the Content. You may not and agree not to:
- Circumvent or disable any content protection system or the digital rights management technology used with the Site;
- Copy the Content (except as expressly permitted in the applicable license, if any, for use of the Content); or,
- Create derivative works of the Content.
Restrictions on Your Use of the Site. You may not and agree not to:
- Damage, disable, overburden, impair or use the Site in any manner which would result in the Site, either in its entirely or partly, to be less efficient, effective or effect the functionality of the Site in any way;
- Bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Site, including, but not limited to, mechanisms that protect or limit use or access to the Site and the Content;
- Submit, email, transmit or otherwise make available on, through or in connection with the Site, any material which contains a software virus, spyware, or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- Use the Site or any third-party site in connection with the Site, to effectuate the transmission or posting of any content in an illegal manner, including, but not limited to, material which is defamatory, offensive, obscene or promotes the same;
- Use the Site in any manner which would constitute the violation or infringement of the rights of any person, firm and/or entity, including, but not limited to, any and all intellectual property rights;
- Move, decompile, reverse-engineer, disassemble, or otherwise reduce to human-readable form the Site;
- Modify, including among other things, remove identification, copyright or other proprietary notices from the Content or the Site;
- Access or use the Site in a manner that suggests an association with the Megatrax Content, services or brands;
- Create derivative works of the Site;
- Bundle Content or use of the Site for redistribution with other products or services; or,
- Use the Site in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Megatrax Terms and Conditions.
Unavailability. The Site may not be available: (a) during any maintenance or update periods, any power or server outages; (b) as a result of war, riots, strikes, social unrest; (c) as a result of other matters beyond the control of us or third parties; of (d) or for any other reason(s) as stated in these Terms and Conditions.
5. SUSPENSION AND TERMINATION
ON TERMINATION OF YOUR MEGATRAX ACCOUNT, WHETHER TERMINATED BY YOU OR BY MEGATRAX, YOU WILL IMMEDIATELY LOSE THE RIGHT TO DOWNLOAD ANY AND ALL CONTENT THROUGH THE SITE AND WILL IMMEDIATELY LOSE THE RIGHT TO REQUEST A LICENSE FOR ANY CONTENT PROVIDED BY THE SITE.
6. THIRD-PARTY SERVICES AND CONTENT
7. MOBILE NETWORKS.
When you access the Site through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply. Downloading, installing or using the Site may be prohibited or restricted by your network provider and the Site may not work with your network provider or device.
Any notices Megatrax delivers to you may be made as follows: (a) by email to the last email address provided by you, or (b) by posting a notice on the Site. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from Megatrax. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person's username, password or other account information, or another person's name or likeness, or provide false details for a parent or guardian. You agree that Megatrax may take steps to verify the accuracy of the information that you provide.
You hereby agree to indemnify, save and hold Megatrax, Megatrax’s employees, directors, officers, representatives, successors, assigns, agents, attorneys, licensors, advertisers, suppliers, vendors and operation service providers, free, safe and harmless of and from any and all claims, demands, liabilities, losses, and damages, including, but not limited to, incidental, special, punitive, compensatory and consequential damages and expenses (and attorneys’ fees and costs, whether incurred before or after the entry of judgment) arising out of or in connection with your: (a) use of the Site or any of the Content; (b) the unavailability of the Site or any of the Content; (c) your breach or alleged breach of these Terms and Conditions or any representations or warranties contained herein; and (d) your misconduct and/or misuse of any of the Content included on the Site or your violation of any other rights related hereto.
10. CHANGES TO TERMS AND CONDITIONS
Megatrax hereby reserves the right to change any of these Terms and Conditions from time to time, in its sole discretion, and no waiver to any said change shall be effective unless the same is in writing and signed by Megatrax. It is your responsibility to check these Terms and Conditions of the Site regularly to determine if there have been any change(s) and, in the event there has been, that such change(s) are acceptable. Your continued use of the Site after any and all change(s) shall be deemed your unconditional acceptance of any and all such change(s). If any such change(s) to these Terms and Conditions are not acceptable to you, you must immediately refrain from any further use of the Site and/or its content. If and when any change(s) are made to these Terms and Conditions, the “last updated” date will be updated, as well to reflect the date of the change.
11. DISCLAIMERS OF WARRANTY; LIABILITY LIMITATION
YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITION THAT THE CONTENT AND SITE ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MEGATRAX, ITS AFFILIATES, LICENSORS, AGENTS AND SERVICE PROVIDERS (THE “MEGATRAX PARTIES”) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, SATISFACTORY QUALITY AND NONINFRINGEMENT, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, AS THEY MAY APPLY. YOU ALSO ACKNOWLEDGE AND AGREE THAT THE MEGATRAX PARTIES DO NOT WARRANT THAT THE CONTENT AND THE SITE WILL BE WITHOUT ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. THE MEGATRAX PARTIES DO NOT WARRANT OR OTHERWISE STATE THAT THE CONTENT AND THE SITE AND/OR THE CONTENT WILL MEET YOUR REQUIREMENTS. YOU, AND NOT THE MEGATRAX PARTIES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OCCASIONED BY USE OF THE CONTENT AND THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE MEGATRAX PARTIES BE LIABLE FOR ANY PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE CONTENT OR THE SITE, HOWEVER CAUSED. NOR SHALL THE MEGATRAX PARTIES BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND MEGATRAX’S REASONABLE CONTROL. THE LIABILITY LIMITATIONS IN THIS SECTION APPLY UNDER ANY LEGAL THEORY (TORT, CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE) AND EVEN IF THE MEGATRAX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE MEGATRAX PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT YOU PAID FOR THE APPLICABLE LICENSE.
12. BINDING ARBITRATION AND CLASS ACTION WAIVER
You and Megatrax agree to binding arbitration of any and all disputes between you and the Megatrax Parties, except for disputes relating to the enforcement of the intellectual property rights of the Megatrax Parties. "Dispute" includes any dispute, action or other controversy between you and Megatrax concerning the Site, the Content provided on the Site and/ or these Terms and Conditions, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and Megatrax empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of these Terms and Conditions, including the arbitrability of any dispute and any claim that all or any part of these Terms and Conditions are void or voidable.
In the event of a dispute, you or Megatrax must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. You must send any notice of dispute to 7629 Fulton Avenue, North Hollywood, California 91605. We will send any notice of dispute to you at the contact information we have for you. You and Megatrax will attempt to resolve a dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. After thirty (30) days, you or we may commence such arbitration.
If you and Megatrax do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final, except for a limited right of appeal under the U.S. Federal Arbitration Act. UNLESS STATED OTHERWISE IN THESE TERMS AND CONDITIONS, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor the Megatrax Parties will seek to have a dispute heard as a class action, private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in binding arbitration.
If any provision of these Terms and Conditions shall be held void, voidable, invalid or inoperative, no other provision of these Terms and Conditions shall be affected as a result thereof and, accordingly, the remaining provisions of these Terms and Conditions shall remain in full force and effect as though such void, voidable, invalid or inoperative provision has not been contained herein.
No modification, amendment, waiver, termination or discharge of these Terms and Conditions or provisions hereof shall be binding upon Megatrax, unless confirmed by a written instrument and signed by Megatrax. No waiver by Megatrax of any of these Terms and Conditions or provisions hereof or of any default hereunder shall affect the respective rights of Megatrax thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.
15. CHOICE OF LAW
This Agreement has been entered into in the State of California, and its validity, construction, interpretation and legal effect shall be governed solely by and under the laws of the State of California, applicable to contracts entered into and performed entirely within the State of California. You hereby consent, shall be subject to and shall submit to the jurisdiction of the Federal and state courts located in the County of Los Angeles, State of California, which courts shall have sole and exclusive jurisdiction thereof. You hereby waive any and all other jurisdiction, without limitation.
The provisions of these Terms and Conditions which by their nature should survive the termination of these Terms and Conditions shall survive such termination.
17. CONTACT INFORMATION
You may contact Megatrax at:
Name: Business Affairs Department
Address: 7629 Fulton Avenue, North Hollywood, California 91605
Phone Number: (818) 255-7100
These Terms and Conditions were last updated on March 19, 2018.