AFFIX MUSIC TERMS & CONDITIONS
Last Updated: September 2009
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
These terms and conditions of use ("Terms and Conditions") apply to your use of this website (the "Site"), and do not alter in any way the terms or conditions of any other agreement you may have with Affix Music, LLC ("Affix"). By using this Site, you represent and warrant that you are lawfully able to accept these Terms and Conditions. If you are using the Site on behalf of any corporation, limited liability company, partnership or other entity (an "Entity"), you further represent and warrant that you are authorized to accept these Terms and Conditions on such Entity's behalf, and that such Entity agrees to indemnify Affix for violations of these Terms and Conditions. Affix alone reserves the right to change, add, or remove portions of these Terms and Conditions at anytime. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site will indicate your acceptance of any changes.
Age Requirement. To register as a user of the services offered by Affix on your own behalf, you must be at least 18 years of age.
Content. This Site is owned by Affix. Unless otherwise indicated, all of the content featured or displayed on this Site, including, but not limited to, text, graphics, data, photographic images, moving images, musical compositions, sound recordings, illustrations, software, and the selection and arrangement thereof ("Content"), is owned by Affix, its licensors, clients, content providers and registered users. All elements of the Site, including the Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.
User Data & Accounts. In order to submit any Content to Affix or license any Content from Affix, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("User Data"); and (b) maintain and promptly update the User Data, and any other information you provide to Affix, to keep it accurate, current and complete. You are solely responsible for maintaining the security of your password and identification. You agree to notify Affix immediately of any unauthorized use of your account or other breach of security. By registering with Affix, you accept all responsibility for any and all activities that occur under your account, and accept all risks (including, without limitation, financial risks) of unauthorized access to the User Data and any other information you provide to Affix. Affix shall not be responsible for any losses arising out of the unauthorized use of your User Data or account, and you agree to hold harmless and to indemnify Affix, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same. You may not attempt to gain unauthorized access to the Site. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, Affix shall have the right in its sole discretion to terminate your Account. If you do not register with Affix as set forth above, your use of the Site shall be limited to browsing the Contents and determining the price thereof.
Objectionable Material. You understand that you might encounter Content that may be deemed objectionable, indecent, or offensive, which content may or may not be identified as having explicit language. You agree to use the Site at your own risk and Affix shall have no liability to you for content that may be found objectionable, indecent, or offensive.
Content Usage Rules. This Site and the Content are intended for customers and content providers of Affix. You may not use this Site or the Content for any purpose not related to your business with Affix. You are specifically prohibited from:
(a) downloading, copying, or re-transmitting any or all of the Site or the Content without, or in violation of, a written license or agreement with Affix;
(b) using any data mining, robots or similar data gathering or extraction methods;
(c) manipulating or otherwise displaying the Site or the Content by using framing or similar navigational technology;
(d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Affix product or service if you are not expressly authorized by such party to do so;
(e) uploading content to the internet for any manner of peer-to-peer services or other network file sharing; and
(f) using the Site or the Content other than for its intended purpose.
Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.
You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.
Sales to End Users Only. Affix licenses Content to end user customers only, and not to music dealers, exporters, wholesalers, or any other businesses with an intent to resell.
Affix's Right of Refusal and Termination. Affix reserves the right to refuse to license Content for any reason, to any end user. Notwithstanding any of these Terms and Conditions, Affix reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.
Fee disputes/Refund Policy. Any dispute you may have concerning the amount of any license fee, including any rights to a refund, must be submitted to Affix, in writing, within ten (10) days of the date you entered into the applicable license agreement, or you shall be deemed to have accepted the amount of the license fee and thereafter shall have no further right to any refund thereof.
Right to Change Prices and Product Availability. Prices and availability of Content offered through the Site are subject to change at any time. Affix does not provide price protection or refunds in the event of a price drop or promotional offering or when a licensee of Content renews a license and/or adds additional Content to an existing license.
Taxes. You are responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes, unless Affix expressly assumes this obligation.
Electronic Signatures and Contracts. Your use of the Site includes the ability to enter into agreements and/or to make purchases electronically. You agree that any submission you make to license Content constitutes your intent and agreement to be bound by the terms of the applicable license agreement and to pay for such licenses. 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.
Copyright Infringement Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, Affix has adopted a policy of terminating, in appropriate circumstances and at Affix's sole discretion, account holders who infringe the intellectual property rights of Affix or any third party. If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:
Affix Legal Department
89 C Fairlie St.
Atlanta, GA 30303
Phone: (404) 460-8562
Fax: (404) 671-9195
We may give notice of a claim of copyright infringement by means of a general notice on the Site, electronic mail to a user's e-mail address, or by written communication sent by first-class mail to a user's address.
Trademarks. Affix trademarks, the Affix logo, and any other product or service name or slogan contained in the Site are trademarks of Affix and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Affix or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "Affix" or any other name, trademark or product or service name of Affix without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Affix and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Links. You may not use an Affix logo or other proprietary graphic of Affix to link to this Site without the express written permission of Affix. Further, you may not frame any Affix trademark, logo or other proprietary information, including the Content, without Affix's express written consent.
Affix makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of Affix and Affix is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Affix provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Affix of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Affix shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
Financial Disclosures and Forward-Looking Statements. This Site, and any documents issued by Affix and available through this Site, may contain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements can be identified by the use of words such as "believe," "expect," "plan," "may," "will," "should," "anticipate" or similar statements or the negative of these words. Forward-looking statements include statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements. The information contained in the most recent Affix Annual Reports to stockholders, including information contained under the section captioned "Management's Discussion and Analysis," as well as other information included under the caption "Risk Factors" and/or in other Affix filings with the Securities and Exchange Commission, identifies important factors that could cause actual results to differ from those contemplated by forward-looking statements. Affix undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were made.
Affix may provide links to third-party websites or services that contain financial or investment information about Affix. Access to such websites and the information contained therein is provided as service to those interested in the information. Affix neither regularly monitors nor has control over the content of third parties' statements or websites. Accordingly, Affix does not endorse or adopt these websites or any information contained therein, including, without limitation, analyst's reports and stock quotes. Affix makes no representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on the Site. Users visit these websites and use the information contained therein at their own risk.
Press Releases. The information contained within press releases issued by Affix should not be deemed accurate or current except as of the date the release was posted. Affix has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.
Indemnification. You agree to defend, indemnify and hold harmless Affix, its parent company, subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Terms and Conditions or of any representation or warranty contained herein, your unauthorized use of the Content, or your violation of any rights of another.
THIS SITE AND THE AFFIX CONTENT ARE PROVIDED "AS IS" AND AFFIX AND ITS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. AFFIX WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE AFFIX CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT AFFIX, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE AFFIX CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE AFFIX CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
Affix uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability. Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that Affix does not guarantee their accuracy.
Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
Limitation of Liability
IN NO EVENT SHALL AFFIX, ITS MANAGERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE AFFIX CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM AFFIX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO AFFIX'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AFFIX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO AFFIX FOR ACCESS TO OR USE OF THE SITE.
Enforcement of Terms and Conditions. Affix reserves the right to enlist and take measures that Affix believes are reasonably necessary to enforce, or appropriate to enforce, or verify compliance with any of these Terms and Conditions (including but not limited to Affix's right to cooperate with any legal process relating to your use of the Content, and/or a third party claim that your use of the Site or Content is unlawful and/or infringes such third party's rights). You agree that Affix has the right, without liability or notice to you, to disclose any User Data/account information to law enforcement authorities, government official, and/or third party, as Affix believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including but not limited to Affix's right to cooperate with any legal process relating to your use of the Site and/or Content, and/or a third party claim that your use of the Site and/or Content is unlawful and/or infringes such third party's rights).
Applicable Law and Venue. The laws of the State of Georgia shall govern these Terms and Conditions and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Affix or relating in any way to your use of the Service resides in the courts located in Fulton County, Georgia.
Miscellaneous Provisions. Any waiver of any provision of the Terms and Conditions will be effective only if in writing and signed by Affix. If any clause in these Terms and Conditions is found to be unenforceable, wherever possible, this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.
Questions and Contact Information. Questions or comments about the Site or Terms and Conditions may be directed to Affix at email@example.com.