TERMS AND CONDITIONS OF WEBSITE USE:
END USER LICENSE AGREEMENT
Effective Date: November 5, 2020
The following terms and conditions of website use (“Terms and Conditions”) shall govern your use of the Associated Production Music LLC (“APM”) website located at www.apmmusic.com and all sub-domains thereof (collectively, the “Site”), and constitute an agreement with you. We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Site. In addition, we reserve the right, for any reason, in our sole discretion, to terminate, change, suspend, or discontinue any aspect of the Site, including, but not limited to, specific music or audio files offered on the Site (“Music”), or other content, which can include information, data, text, music, sound, photographs, graphics, video, messages, or other materials (“Content”).
Any references to “you” and “your” refer to you, as a user of the Site. References to “we”, “us” and “our” refer to APM.
BY ACCESSING AND/OR USING THE SITE, INCLUDING REGISTERING FOR AN ONLINE ACCOUNT, INTERACTING WITH THE SITE, OR SUBMITTING FEEDBACK THROUGH THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE.
1. Rights Grant.
(a) APM hereby grants you a limited non-exclusive right to use the Site solely for the purposes of researching, auditioning, reviewing, organizing, sharing, downloading and licensing of Music. The Site may not be used for any other purpose without the express written permission of APM.
(b) By downloading Music, you agree that if you use or wish to use Music in a production or in any other way, you either will operate under an existing license agreement or arrangement with APM that covers your production, or you will contact APM no later than thirty days after your first use of Music to arrange for a license from APM. Unless an agreement or arrangement with APM already exists or is negotiated by APM and you, you will be responsible for paying APM’s then current rate card for the use of Music. For the avoidance of doubt, the use of Music without a valid license from APM (that is not cured within 30 days as indicated) would constitute a violation of APM’s rights.
2. User Conduct. You represent and warrant that:
(a) since user names and passwords are unique to individuals and not to be shared by the individual possessing such credentials with another individual, you shall not share your Site credentials with any other user or individual, including your user name/ID and password without the written consent of APM;
(b) you are at least 16 years old;
(c) while using the Site, you shall not upload, post, or transmit to or distribute or otherwise publish through the Site any materials that: (i) are protected by third-party copyright, or other proprietary or intellectual property right, or derivative works thereof, except as provided herein or without first obtaining permission from us; (ii) are unlawful, threatening, harassing, invasive of another's privacy or publicity rights, obscene or that contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals); (iii) restrict or inhibit any other user from using and enjoying the Site; (iv) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability; or (v) contain a virus or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact.
(d) you will not engage in the following conduct: (i) reverse engineering, decompiling or disassembling the Content or otherwise attempting to obtain any source code; (ii) spamming, spoofing, flooding or phishing, harvesting of e-mail addresses or other personal information or any other activity with the purpose of obtaining lists of users or other information, or sending chain letters or pyramid schemes via the Site; or (iii) impersonating anyone, or misrepresenting who you are, or your affiliation with any other person or entity.
3. Proprietary Rights.
a. APM Ownership. APM is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Music/Content and/or information it publishes on the Site, unless otherwise indicated. Except as otherwise provided herein, your use of the Site does not grant to you any ownership of any Content, Music, features, data or other materials you may access on the Site. Any commercial uses of the Site, or of any Content, code, data or other materials on the Site, are strictly prohibited, except as allowed herein or otherwise approved by us. Notwithstanding anything to the contrary contained herein, the Site may contain some features that enable you to obtain rights to use certain Content on the Site, such as Music and metadata. In such circumstances, your rights to use such Content are limited to the rights expressly granted by APM. You may not download, reproduce, or save a copy of any of the Content or screens you see for any purpose except as otherwise provided by APM. If you make other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, applicable state laws, and laws of other countries and international treaties, and you may be subject to liability for such unauthorized use, including for statutory damages under copyright. APM will aggressively enforce its intellectual property rights to the full extent of the law, and seek criminal prosecution when necessary. Our display on the Site of trademarks, registered trademarks, service marks, copyrightable material or any other intellectual property does not give you any right or license to use them without our express permission.
b. Music Search Disclaimer. APM seeks to satisfy your desire your search for Music that you like by offering enhanced genre search and “in the style of” search functionality to optimize the benefit to you of APM’s Music library, one of the world’s largest. Please bear in mind that If you click on a search term in APM’s “In the Style of…” list, this means it is not the original Music/song or artist, or from the same show, that inspired your search. In fact, APM does not really have popular songs in its Music library (except that some of its proprietary library tracks/songs may have become popular), and even if a musical recording found using APM functionality is in the general style of or feel of a popular song/Music or artist, it is a completely new and original composition. Additionally, the use of an “In the Style of…” search term in no way implies an endorsement by any artist, show, performer, producer or owner of a popular song, nor does it imply that they are musically similar.
4. User’s Grant of Limited License; Feedback. By submitting, posting or sending your own or third-party content, comments, suggestions, ideas, feedback or other material to APM (collectively, “User Content”), you grant APM the royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Unless specifically requested, APM does not solicit nor does it wish to receive any confidential, secret, or proprietary information from you. Any User Content submitted, posted or sent to APM by any means, such as the “Contact Us” function on the APM Site, will be deemed not to be confidential or proprietary information. By submitting, posting or sending User Content to APM, you represent and warrant that the information is original to you or otherwise that you have the right to submit or post the User Content (and if applicable, you have provided proper attribution). We are an online service provider with respect to User Content, and have no obligation to monitor the Site to determine whether any User Content infringes third-party rights or for any other purpose. However, we retain the right to monitor the Site, to remove any offending or infringing information, and to disclose any information as necessary or appropriate to satisfy any law, regulation, or governmental request, and to help ensure proper Site operation. In addition, we will follow any proper takedown notification (or counter-notification) under the Digital Millennium Copyright Act, Section 512 of the US Copyright Act, submitted to us in proper form relating to User Content.
Please send your notification to APM’s Copyright Agent (or email it) as follows:
6255 Sunset Blvd., Suite 900
Hollywood, CA 90028
Email notification: CopyrightDepartment@apmmusic.com
5. Site Use.
(b) Despite commercially and technologically reasonable safeguards used by APM, you understand and acknowledge that no data transmitted over the Internet can be guaranteed to be 100% secure and we cannot guarantee that any personal information or User Information that you submit to us will be free from unauthorized third party detection or intrusion. You understand and agree that all information you submit to APM or post to the Site is done so at your own risk.
(c) Your access to the Site may be terminated at any time by APM without cause unless your agreement with APM specifies otherwise. You acknowledge and agree that we may deny you access to all or part of the Site without prior notice if you engage in any conduct or activities that we, in our sole discretion, believe to violate any of these Terms and Conditions, violate the rights of APM, or are otherwise inappropriate for continued access.
6. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, MUSIC, FUNCTIONS, MATERIALS AND SERVICES, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING INFORMATION, DATA, DATA LOSS, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF CONTENT OR INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. APM DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES, CONTENT OR SERVICES CONTAINED THEREON WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. APM MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS, CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APM OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. APM DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. APM IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES WITHOUT THE DIRECT INVOLVEMENT OF APM.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL APM, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR MUSIC, CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR INABILITY TO USE, THE SITE OR THE CONTENT, MUSIC, MATERIALS AND FUNCTIONS RELATED THERETO OR FOUND THEREON, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA, OR SALES, EVEN IF APM OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS, SUCH AS NEW JERSEY, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SUCH AS PUNITIVE DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF APM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO APM FOR YOUR USE OF THE SITE.
9. Applicable Law/Jurisdiction. You agree that the laws of the State of California, excluding its conflicts-of-law rules, shall govern these Terms and Conditions. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with APM or relating in any way to your use of the Site shall be in the federal and state courts of competent jurisdiction of Los Angeles County, and you further agree and expressly consent to the exercise of personal jurisdiction in the federal and state courts of competent jurisdiction of Los Angeles County, in connection with any such dispute, including any claim involving APM or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunications or Content providers. We control and operate the Site from our offices in the United States of America. We do not represent that Content or materials on the Site are appropriate or available for use in all other locations. Persons who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, to the extent applicable.