OBT MUSIC FILM MUSIC SERVICE
REGISTERED USER AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OBT MUSIC (“OBT MUSIC”) WHICH GOVERNS YOUR USE OF THE OBT MUSIC FILM MUSIC SERVICE (THE “SERVICE”). THIS AGREEMENT-TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF OBT MUSIC’S RULES AND POLICIES-COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND OBT MUSIC.
BEFORE CLICKING ON THE “I AGREE” BUTTON BELOW OR DOWNLOADING ANY CONTENT FROM OUR SERVICE, YOU SHOULD READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE “I AGREE” BUTTON BELOW OR DOWNLOADING ANY CONTENT FROM THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND THAT IF YOU ARE AN EMPLOYEE, OR AGENT OF A CORPORATION, LLC, PARTNERSHIP, OR ANY OTHER ENTITY OF ANY KIND (“ENTITY”), THAT YOU HAVE THE AUTHORITY TO ENTER INTO AGREEMENTS ON BEHALF OF SUCH ENTITY, AND TO BIND SUCH ENTITY TO THIS AGREEMENT. YOU MUST BE AT LEAST 18 YEARS OLD TO ENTER INTO THIS AGREEMENT. IF YOU ARE UNDER 18 YEARS OLD, YOU MUST HAVE A PARENT OR LEGAL GUARDIAN CAREFULLY READ AND ENTER INTO THIS AGREEMENT ON YOUR BEHALF.
1. Definition of the Service. OBT Music is the provider of the Service that permits you to access content (“Content”) and purchase downloads or CDs of digital recordings, including but not limited to sound recordings and related content that may be offered from time to time (“Recordings”), under certain terms and conditions as set forth in this Agreement.
2. Grant of Rights. Subject to your payment of applicable license fees, OBT Music grants to you the non-exclusive, non-assignable, and non-transferable (except as expressly permitted in this Agreement), license to use the Recordings purchased from the Service in the manner set forth in the license type selected by you, solely for the purpose of synchronizing recordings (a “Synchronized Form”) therefrom in timed relation with films, slide films, videos, training or marketing presentations, radio, cable and television presentations or commercials, and any other multimedia or audiovisual displays or presentations which shall be produced by you for worldwide release (collectively “Productions”), and used solely by either you or your sublicensees solely as integrated in the Production and never separate therefrom. Any other use of the Recordings by you or your sublicensees is strictly prohibited. OBT Music expressly reserves the right to publicly perform, and to license others to perform the Recordings. Nothing contained in this Agreement shall be construed to restrict or prohibit OBT Music from entering into similar agreements with other persons with respect to any of the Recordings, nor shall it allow you to sell or otherwise transfer any right or interest in the Recordings without the prior written consent of OBT Music. All rights not expressly granted to you hereunder, are reserved to OBT Music and its licensors.
3. System Requirements. Use of the Service requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility, and OBT Music has no obligation to alert you to any change of any kind in system requirements. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.
4. Other Agreements. By clicking on the “I Agree” checkbox, you acknowledge that you have carefully read and agree to be bound by the terms of OBT Music’s Terms of Use, and Privacy Policy all as may be amended from time to time, and each of which is incorporated into and made a part of this Agreement. In the event of any conflict between this Agreement and the others, the terms of this Agreement shall control.
5. Your Information. You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service (“Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. OBT Music may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete, and report you to authorities, as applicable. You agree that OBT Music may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card. You agree to verify all information with OBT Music as OBT Music may request. OBT Music may suspend your Account (as defined below) at its discretion until such information is verified to OBT Music’s satisfaction. In addition, OBT Music may suspend your Account in its sole discretion for up to 5 days before providing you with a reason for such suspension, and may cancel your Account if you do not settle any outstanding debt, comply with OBT Music’s requests with respect to your Account, or confirm your identity to OBT Music’s satisfaction.
6. User Account and Security. a. Account and Password. As a registered user of the Service, you may receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. OBT Music shall not be responsible for any losses arising out of the unauthorized use of your Account. b. Security. You understand that the Service, and Recordings purchased through the Service, include a security framework using technology that protects digital information. You agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to the Service for any reason whatsoever. You will not access the Service by any means other than through methods provided by OBT Music for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil and/or criminal liability.
7. Recordings a. Recordings Requirements. You acknowledge that use of Recordings may require the use of other hardware and software products (e.g., the ability to make copies of Recordings on physical media and render performance of Recordings on digital player devices), and that such hardware and software is your responsibility. Once a Recording is licensed and you receive the Recording, it is your responsibility not to lose, destroy, or damage the Recording, and OBT Music shall be without liability to you in the event of any loss, destruction, or damage. b. Usage Rules. You acknowledge and agree that Recordings may only be used as expressly permitted under Section 2 above (“Usage Rules”). Any burning or transferring capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any content, sound recording, or underlying musical composition embodied in any Recording. You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules, as applicable. The delivery of Recordings does not transfer to you any commercial or promotional use rights in the Recordings of any kind, except as may be expressly permitted in this Agreement. c. Acceptance of Usage Rules. You agree that your purchase of Recordings constitutes your acceptance of and agreement to use such Recordings solely in accordance with the Usage Rules, and that any other use of the Recordings may constitute a copyright infringement, and/or breach of this Agreement. OBT Music or its licensors reserve the right to modify the Usage Rules at any time. d. Change in Service. You acknowledge that aspects of the Service, and Recordings, entails the ongoing involvement of OBT Music. Accordingly, in the event that OBT Music changes any part of the Service or discontinues the Service, which OBT Music may do at its election at any time, you acknowledge that you may no longer be able to access Recordings to the same extent as you could prior to such change or discontinuation, and that OBT Music shall have no liability to you in such case.
8. Policies and Agreement to Pay. a. Payment for Recordings. You agree to pay for all Recordings you license through the Service, and that OBT Music may charge your credit card for any Recordings licensed, at the price applicable at the time of license, notwithstanding any subsequent change of price, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING OBT MUSIC WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate following completion of checkout, and you have no rights whatsoever at that time to cancel your purchase, except and only as may be permitted by any applicable law. If you want to designate a different credit card or if there is a change in your credit card status, you must change your credit card information online at the Account Info section of the Service. b. Right to Change Prices and Availability of Recordings. Prices and availability of any Recordings are subject to change at any time. c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. d. Hardware/Software Requirements. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility. YOU AGREE THAT IN USING THE SERVICE, YOU MAY INCUR ADDITIONAL CHARGES FROM MOBILE DEVICE SERVICE SUPPLIERS AND OTHER TELECOMMUNICATIONS PROVIDERS. e. Refund Policy. You understand and agree that you are paying for a license to use the Recordings as provided hereunder. ALL PURCHASES ARE FINAL SALE, AND YOU ARE NOT ELIGIBLE FOR ANY REFUNDS OR RETURNS OF ANY KIND. If a Recording is not delivered properly, OBT Music will provide you with another delivery of the Product.
9. Delivery of Recordings. On occasion, technical problems may delay or prevent delivery of your Recording. Your exclusive and sole remedy with respect to a Recording that is not delivered within a reasonable period will be a redelivery of such Recording.
10. Intellectual Property. a. Acknowledgement of Ownership. You agree that the Service, contains proprietary information and material including but not limited to copyrighted material, trademarks, service marks and other proprietary information, which may include without limitation text, software, photographs, video, graphics, images, compositions, music, and sound that is owned by OBT Music and/or its licensors (collectively “Proprietary Information”), and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such Proprietary Information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means except as expressly permitted herein. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or Proprietary Materials, in any manner, and you shall not exploit the Service or Proprietary Materials in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. b. Removal of OBT Music Content or Other Materials. Notwithstanding any other provision of this Agreement, OBT Music and its licensors reserve the right to change, suspend, remove, or disable access to any Recordings, content, or other materials comprising a part of the Service at any time without notice. In no event will OBT Music be liable for the removal of or disabling of access to any such Recordings, content or materials under this Agreement. OBT Music may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability. c. Copyrights. All copyrights in and to the Service, including but not limited to, the OBT Music Service and software, are owned by OBT Music and/or its licensors. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. d. Trademarks. OBT MUSIC, and other OBT Music trademarks, service marks, graphics, and logos used in connection with the Service are trademarks of OBT Music in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
11. Termination. a. Termination by OBT Music. If you fail, or OBT Music believes that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide OBT Music with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, or violation of the Usage Rules or any license to the software, OBT Music, in its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof). b. Termination of the Service. OBT Music may terminate this Agreement for any reason (or no reason) upon five (5) business days notice to you, except that if, in OBT Music’s sole discretion, you are in breach of this Agreement OBT Music may immediately suspend your Account without notice to you, and terminate the Agreement if such breach is not cured within five (5) business days of our notice to you of such breach. c. Survival. Paragraphs 10, 11(c) 12, 13, 14, 15, 16, 17, and 18 shall survive termination of this Agreement for any reason.
12. General Compliance with Laws. The Service is controlled and operated by OBT Music from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service, from whatever country you may be accessing the Service.
13. Enforcement of These Terms. OBT Music reserves the right to takes steps it believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to OBT Music’s right to cooperate with any legal process relating to your use of the Service and/or Recordings, and/or a third party claim that your use of the Service and/or Recordings is unlawful and/or infringes such third party’s rights). You agree that OBT Music has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as OBT Music believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to OBT Music’s right to cooperate with any legal process relating to your use of the Service and/or Recordings, and/or a third party claim that your use of the Service and/or Recordings is unlawful and/or infringes such third party’s rights).
14. No Responsibility for Third-Party Materials or Websites. Certain content, Recordings, and services available via the Service may include materials from third parties. In addition, OBT Music may provide links to certain third party websites. You acknowledge and agree that OBT Music is not responsible for examining or evaluating the content or accuracy of any such third-party material or Websites. OBT Music does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you.
15. Disclaimer of Warranties; Liability Limitations. a. DISCLAIMERS. OBT MUSIC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME OBT MUSIC MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL RECORDINGS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY OBT MUSIC) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. b. LIMITATION OF LIABILITY. IN NO CASE SHALL OBT MUSIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR RECORDING) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OBT MUSIC’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. c. PROTECTION OF INFORMATION. OBT MUSIC SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND OBT MUSIC HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. d. NO PROTECTION. OBT MUSIC DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND OBT MUSIC DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.
16. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD OBT MUSIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY OBT MUSIC AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM OBT MUSIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF OBT MUSIC’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
17. Changes. OBT Music reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Service following the implementation of such Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
18. Miscellaneous. OBT Music may send you notice with respect to the Service by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on the Service. Notices shall become effective immediately. The laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with OBT Music or relating in any way to your use of the Service resides in the courts of the Commonwealth of Massachusetts, and you submit to the exclusive personal jurisdiction, and waive any objections to venue, of such courts. This Agreement constitutes the entire agreement between you and OBT Music and governs your use of the Service, superseding any prior agreements between you and OBT Music. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. OBT Music’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. OBT Music will not be responsible for failures to fulfill any obligations due to causes beyond its control.
BY CLICKING THE “I AGREE” CHECKBOX OR LICENSING RECORDINGS FROM THE SERVICE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU HAVE THE AUTHORITY TO ENTER INTO IT ON YOUR OWN BEHALF, OR ON BEHALF OF THE APPLICABLE ENTITY, AND THAT YOU ARE AT LEAST 18 YEARS OLD, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR AND APPROVE OF AND HAVE THE LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT.
LAST UPDATED: May 7, 2007