OBT MUSIC FILM MUSIC SERVICE

Terms Of Use

Welcome to the OBT Music Film Music Service website (the “Site”). This Site is published and maintained by OBT Music (“OBT Music”). Your access to and use of this Site is subject to these terms of use (“Terms of Use”) which set forth the terms under which OBT Music offers you access to the content and services of the Site. THIS IS A LEGAL AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, AND FOR OTHER GOOD AND VALUABLE CONSIDERATIONS, THE RECEIPT AND SUFFICIENCY OF WHICH YOU ACKNOWLEDGE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, 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 THESE TERMS OF USE. The terms “you” and “your” as used herein shall include the Entity. If you do not agree with the Terms of Use, or do not have such authority, do not use this Site.

IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) OR NOT ABLE TO ENTER INTO LEGAL AGREEMENTS UNDER APPLICABLE LAW, YOU MUST HAVE A PARENT OR LEGAL GUARDIAN CAREFULLY READ AND AGREE TO THESE TERMS OF USE ON YOUR BEHALF. PROPRIETARY MATERIALS

The Site contains copyrighted material, trademarks, service marks and other proprietary information, which may include without limitation text, software, photographs, video, graphics, images, music and sound (collectively “Proprietary Material”). You may download audio recordings (“Recordings”) in high quality files as available on the Site to registered users, if you agree to the terms of our Registered User Agreement. Otherwise, OBT Music grants to you the non-exclusive, non-assignable, and non-transferable, license to use, for personal non-commercial purposes only, the sample mp3 versions of the Recordings, 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 are being developed by you (collectively “Productions”), but are not in a form ready for public release, and used solely by you as integrated in the Production and never separate therefrom. Any other use of the Recordings by you of any kind 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. You agree not to copy, reproduce, modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material, except as expressly permitted herein. All rights not expressly granted to you hereunder are reserved to OBT Music and its licensors.

THE SITE

Your Information. As used in this Agreement, the term “Your Information” means any information you provide to OBT Music, or any third party, in using the Site, including in any registration process, or through any email or messaging feature. You are solely responsible for Your Information. Your Information may not: (a) be false, inaccurate, misleading or fraudulent; (b) infringe anyone’s copyright, trademark, trade secret, patent or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be obscene, defamatory, libelous, threatening, abusive or harassing, or encourage any of the foregoing; (e) promote any commercial product the sale of which you stand to benefit from; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, intercept or use any system, data or personal information in an unauthorized way; or (f) create liability for OBT Music or cause it to lose (in whole or in part) the services of its ISPs or other suppliers. You grant OBT Music a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now existing or later invented.

Privacy. OBT Music will only use Your Information according to its Privacy Policy as may be established from time to time, the provisions of which are expressly incorporated into and made a part of this Agreement.

PROHIBITED USES

Improper Conduct. You agree that you will not: (a) impersonate any other individual, including without limitation another user or a OBT Music staff member; (b) engage in harassment of any form, including without limitation through improper language or excessive frequency or size of messages; (c) copy or post any personal messages sent to you via the Site; (d) use the Site for any unlawful purpose; or (e) otherwise use the Site in a deceptive, abusive or otherwise disruptive manner.

Copyright Infringement. You agree that you will not use the Site to infringe upon or misappropriate the intellectual property rights, including without limitation the copyrights, of any party. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AGREE THAT YOU WILL NOT USE THE SITE TO DOWNLOAD OR UPLOAD ANY MUSICAL PERFORMANCES, RECORDINGS, OR COMPOSITIONS, OR OTHER PROPRIETARY MATERIAL, INCLUDING BUT NOT LIMITED TO ANY CONTENT OF ANY KIND AVAILABLE ON THE SITE UNLESS YOU HAVE OBTAINED ALL NECESSARY RIGHTS AND LICENSES THROUGH PURCHASE OR OTHERWISE. You agree to indemnify, defend and hold harmless OBT Music, its affiliates, customers, suppliers, and each of its and their employees, officers, directors, successors, licensees, assigns, and advisors (collectively the “OBT Music Parties”) from and against any and all claims, damages, demands, or liabilities, including but not limited to attorneys fees and costs arising out of any claim that Your Information, and/or your actions of any kind with respect to the Site infringes upon or misappropriates, violates, or infringes any party’s personal or proprietary rights of any kind.

Interference and Unauthorized Access. You agree that you will not: (a) attempt to circumvent user authentication or the security of any OBT Music account; (b) use any robot, spider, other automatic device, or manual process to monitor or copy OBT Music's web pages or the content contained in them; (c) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site; or (d) take any action that imposes an unreasonable or disproportionately large load on OBT Music's infrastructure, including without limitation “denial of service attacks.”

If you in any way violate any system or interfere with network security you may incur criminal or civil liability. OBT Music will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.

COPYRIGHT INFRINGEMENT CLAIMS PROCEDURE

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward to OBT Music the information described in its Copyright Infringement Policy in accordance with the procedures described in the policy

LINKED SITES

OBT Music is not affiliated with sites that may be linked to the Site through hypertext (“Linked Sites”). OBT Music has no control over, and is not responsible for, the content on any Linked Site. The Linked Sites are for user convenience only and you access them at your own risk.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND OBT MUSIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

OBT MUSIC DOES NOT WARRANT OR GUARANTEE THAT (1) THE SITE IS COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE; (2) THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (3) ALL CONTENT WILL BE ACCURATE, COMPLETE OR UP TO DATE; (4) ANY INFORMATION OR OTHER CONTENT CONTAINED WITHIN THE SITE WILL NOT CONTAIN DEFAMATORY OR ADULT-ORIENTED MATERIAL, OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (5) THE FUNCTIONS OR SERVICES OBT MUSIC PERFORMS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT OBT MUSIC ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF INFORMATION DISTRIBUTED THROUGH THE SITE.

Some states do not allow the disclaimer of implied warranties, so some or all of the above disclaimers may not apply to you.

LIMITATION OF LIABILITY

Regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), and except as otherwise expressly provided herein, IN NO EVENT WILL THE OBT MUSIC PARTIES BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE OBT MUSIC PARTIES WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT WILL THE DAMAGES OR LIABILITY EXCEED US$100.00. Some states do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply.

GENERAL TERMS AND CONDITIONS

Termination. Without limiting other remedies, OBT Music may without liability and at its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site if: (a) you breach these Terms of Use or any of the documents incorporated by reference; (b) OBT Music is unable to verify or authenticate any information you provide to it; or (c) OBT Music believes that your actions may cause legal liability to any person or entity.

Indemnity. You agree to indemnify and hold each OBT Music Party harmless from any claim or demand, and any damages, costs, or expenses arising in connection with such claim or demand, including attorneys’ fees and costs, made by any other party due to or arising out of your breach of these Terms of Use or the documents incorporated by reference, or your violation of any law or the rights of another party.

Legal Compliance. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site. Governing Law; Venue. This Agreement and its validity, construction and performance will be governed in all respects by the laws, and in the state and federal courts of the Commonwealth of Massachusetts, without regard to its choice of law provisions. You irrevocably agree to accept the exclusive personal jurisdiction and waive any objections to the venue, of such courts.

Changes and Cancellation. OBT Music may at any time, without notice or liability, change or eliminate the Site or the content contained therein, or restrict use of any portion of the Site, including limiting the time of its availability, the amount of use permitted, or the persons who are permitted to use it. OBT Music may at any time, in its sole discretion, cancel or suspend the Site for any reason, including without limitation the existence of viruses, bugs, or other causes beyond its control that corrupt the administration, security or proper function of the Site.

Reservation of Rights. OBT Music reserves the right to refuse access to the Site for any reason.

Amendment. OBT Music may amend these Terms of Use at any time by posting the amended terms on the Site, which will become effective immediately when posted. By continuing to use the Site after OBT Music posts any amendment, you agree to be bound by the amendment. These Terms of Use may not be amended other than by an authorized officer of OBT Music.

General. These Terms of Use contain the entire understanding of the parties relating to their subject matter and supersede any prior written or oral agreement or understandings between the parties with respect to its subject matter. The provisions of these Terms of Use are to be interpreted in a reasonable manner to effect the purpose of the parties, and are not to be interpreted or construed against OBT Music because it participated in their drafting. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision. OBT Music may assign or transfer this agreement, in whole or in part, to any party without notice. All terms and conditions of these Terms of Use Agreement which by their nature are meant to survive the termination of the Terms of Use will survive termination.

ALL SALES FINAL

BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

COPYRIGHT INFRINGEMENT POLICY

Notice of Copyright Infringement Claims

OBT Music is concerned about protecting the copyright and other intellectual property rights of others. You may notify OBT Music by providing the following information to our designated agent, as required by 17 U.S.C. § 512, if you believe you have a copyright infringement claim resulting from material posted on this website:

1. A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work, or a representative listing of the copyrighted works, claimed to have been infringed;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to allow the service provider to locate the material;

4. Information reasonably sufficient to allow us to contact you, including your address, telephone number, and if available, your electronic mail address;

5. A statement that you have a good-faith belief that the use of the material as described is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in your notification is accurate, and under the penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Please provide your notification to our designated agent who may be contacted as follows:

Designated Agent: Tom Phillips

Address: PO Box 138, Westborough, MA 01581

Telephone: 508-366-9585

Fax: 508-366-8472

E-mail: tphillips@obtmusic.com

LAST UPDATED: May 7, 2007