Terms And Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These Terms and Conditions (the “Terms and Conditions”) govern your use of this web Website (the “Website”), as provided by Prosper Moore, LLC dba Big House Publishing. (“Company,” “We” or “Us”). By using this Website, you (“You”) and other users of the Website (collectively, “Users”) are deemed to have agreed to these Terms and Conditions. If You do not agree to these Terms and Conditions, You may not access or otherwise use the Website. You should check these Terms and Conditions periodically for modifications. By using the Website following any modifications to the Terms and Conditions, You agree to be bound by any such modifications. Any inquiries concerning these should be directed to email@example.com. The Website should only be accessed or used by persons 18 years of age or older. Company maintains the right to remove any person Company believes to be under 18 years of age.
Any inquiries concerning these should be directed to firstname.lastname@example.orgThe Website may only be used or otherwise accessed by persons 18 years of age or older. If we reasonably believe that someone under 18 years of age has provided us with personal information, we will make reasonable efforts to remove such personal information from our database.
The Business Purpose of the Website
The Website provides songwriter and other information and music and sound files that can be licensed from the representative companies, rights owners and rights administrators for professional production uses. The Website is intended for business-to-business use, and is not intended for non-professional or general consumer use.
Modifications to the Website
We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Website. We may also impose limits on certain features of the Website or restrict your access to part or all of the Website without notice or penalty.
You acknowledge and agree that you will have no right to utilize the music and sound downloaded or otherwise captured by You from the Website (“Company”), music representatives, right owners or rights administrators until you execute a license agreement provided to you by Company, music representatives, rights owners or rights administrators and fulfill all payment and other obligations as set forth therein.
The User’s Grant of Limited License
Company does not solicit nor does it wish to receive any confidential, secret or proprietary information from You through Company’s mail and email addresses, or in any other way except as protected by and required by law. Any information or material submitted or sent to Company will be deemed not to be confidential or secret. Any submission to Company from You assumes You represent and warrant that the information is original to You and that no other party has any rights to the material. You also agree and acknowledge that any ideas, concepts, methods, systems, designs, plans, techniques or other similar materials that You submit or otherwise communicate to the Website, may be used by us in any manner.
The User Information
We use current industry-standard technology and security procedures to maintain the confidentiality and accuracy of the information you provide to us and to prevent against its loss or misuse. Although no data transmission over the Internet can be guaranteed to be 100% secure, and although we will exercise great care to provide a secure transmission, we cannot guarantee that the personal information you submit to us will be free from unauthorized third party intrusion. You therefore understand and agree that all information You submit to Us or post on the Website is done so at your own risk.
Acceptance of These Terms
By using the Website, you signify your assent to these Terms and Conditions. If you do not agree to this policy, please do not use the Website. We reserve the right, at our discretion, to change, modify, add, or remove portions from this policy at any time. Your continued use of the Website following the posting of changes to these terms means you accept these changes.
Failure to Comply with Terms & Conditions and Termination
You acknowledge and agree that we may deny You access to all or part of the Website without prior notice if You engage in any conduct or activities that we, in our sole discretion, believe violate any of these Terms and Conditions, violate the rights of Company or are otherwise inappropriate for continued access.
You agree to defend, indemnify and hold Company, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Website or the placement or transmission of any message, information, software or other materials on or through the Website by You.
You agree that the laws of the state of New York, excluding its conflicts-of-law rules, shall govern these Terms and Conditions. Please note that your use of the Website may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Company or relating in any way to your use of the Website resides in the courts of New York and You further agree and expressly consent to the exercise of personal jurisdiction in the courts of New York, in connection with any such dispute and including any claim involving Company or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
We control and operate the Website from our offices in New York, New York, USA. We do not represent that materials on the Website are appropriate or available for use in other locations. Persons who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Any inquiries concerning these Terms and Conditions of use should be directed to email@example.com
The compositions as well as master recordings that comprise any and all production music catalogs may not be publicly performed, copied or recorded for any purpose without the prior written permission of Company, music representative, rights owners or rights administrator, as embodied in a final, executed License.
Requests for a synchronization license must be made by phone, mail, or online to the company, music representative, rights owners or rights administrator immediately prior to or following the completion of a production and prior to any exhibition or broadcast. Delay in requesting music clearance could result in a higher license fee being charged.
a. a. If there is a change of circumstance during the Term as a result of which a rights holder (“RIGHTS HOLDER”) reasonably believes that it does not have, or no longer has, the rights necessary to authorize Company and any Distributors to use any RIGHTS HOLDER Content as provided for herein, or RIGHTS HOLDER reasonably believes that Company’s or its Distributors’ continued sale or other use of any RIGHTS HOLDER Content will substantially harm RIGHTS HOLDER’s relations, or violates the terms of any of RIGHTS HOLDER’s agreements, with any applicable copyright owner, artist, producer or distributor, then RIGHTS HOLDER shall have the right to withdraw, upon written notice to Company, authorization for the sale or other use of such RIGHTS HOLDER Content. Following such withdrawal, Company shall cease to offer such RIGHTS HOLDER Content for sale or other use or cause such cessation as soon as is commercially feasible after Company’s receipt of such notice of withdrawal, and RIGHTS HOLDER shall use commercially reasonable efforts to clear such withdrawn RIGHTS HOLDER Content and shall promptly notify Company if and when such RIGHTS HOLDER Content has been cleared and is again authorized for use or sale by Company and its Distributors. b. No Agency or Joint Venture. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative. c. Governing Law. This Agreement shall be governed by and construed with the substantive and procedural rules of the State of New York applicable to agreements entered into and wholly performed therein, without reference to the principals of conflicts of laws. The courts sitting in New York County, New York courts shall have exclusive jurisdiction over this Agreement and the parties hereto waive any and all objections to venue being placed in New York County. d. Dispute Resolution. If there is any dispute between the parties arising under this Agreement that cannot be resolved informally then the parties respectively agree to submit the controversy to a single arbitrator of the American Arbitration Association under its then-applicable rules. The arbitration proceeding shall be held within the County of New York, State of New York. The parties agree that the award of the arbitrator will be final and binding on the parties and may be enforced or confirmed in any court of competent jurisdiction. The costs and expenses of the arbitration, including, without limitation, the arbitrator, attorneys’ fees and costs, shall be apportioned between the parties by the arbitrator in his determination of the relative merits of each party’s position. The parties agree that with respect to discovery, each party shall have all the rights available pursuant to the New York Code of Civil Procedure and hereby incorporate the applicable provisions of New York Code of Civil Procedure into this Agreement.
© 2011 Prosper Moore LLC dba Big House Publishing All Rights Reserved. The materials herein, including text, art, audio, graphics, and photography, are protected by the copyright laws of the United States and the laws of countries who are signatories to international copyright treaties and may not be used or duplicated without prior written permission from Company, music representative, rights owners or rights administrator. Unauthorized use or duplication of materials herein may subject the user to civil or criminal liability. Music may not be publicly copied or re-recorded for any purpose without a license from Company, music representative, rights owners or rights administrators. Failure to obtain the license is a violation of Federal Copyright Laws. Company Library warrants that it has the right to grant this synchronization license which is given and accepted upon payment thereof without any other warranty or recourse. Company Library reserves all rights not granted herein. Our total liability is limited to the applicable fee paid.
Music may not be publicly copied or re-recorded for any purpose without a license from Company, music representative, rights owners or rights administrators. Failure to obtain the license is a violation of Federal Copyright Laws. Company Library warrants that it has the right to grant this synchronization license which is given and accepted upon payment thereof without any other warranty or recourse. Company Library reserves all rights not granted herein. Our total liability is limited to the applicable fee paid.
All music compositions and recordings in the production music catalogs are protected by the U.S. Copyright Law. Written permission (license) for any use must be obtained from Company, music representative, rights owners or rights administrator. Unauthorized use in any form constitutes a violation of the Copyright Law, which provides for certain penalties.
A valid license with Company, music representative, rights owners or rights administrator grants you the right to both the recording (master) and the composition (musical copyright) more commonly referred to as the synchronization right. Synchronization is the right to affix music with visual images or other audio signals and to mechanically reproduce the copyrighted music in soundtracks and copies of soundtracks.
Payment for a synchronization license need be made only once. However, additional synchronization licensing becomes necessary if the original production is changed, revised or dubbed in foreign languages.
Performing rights licenses are usually the responsibility of the user. In the case of broadcast, (radio, TV, cable, satellite, etc.) it is the responsibility of the broadcaster. Company herein expressly states that it does not maintain, nor is it expected to maintain, a public performance license with any of the end-user broadcaster or transmitters of the content or material conveyed in this Agreement. Virtually all broadcasters have negotiated licenses for these rights with major performing rights organization in the United States, ASCAP and/or BMI, SESAC. Outside the USA, a license must be obtained from the authorized performance rights society in your territory or from the agent for Company.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR 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 THE INABILITY TO — USE, THE WEBSITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, EVEN IF Company OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN — USERS.
COMPANY REPRESENTS AND WARRANTS THAT IT (I) HAS THE FULL AUTHORITY TO ACT ON BEHALF OF ANY AND ALL OWNERS OF ANY RIGHT, TITLE AND INTEREST IN AND TO ANY CONTENT, DIGITAL MASTERS, ARTWORK AND METADATA REPRESENTED HEREUNDER, (II) IT HAS FULL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO FULLY PERFORM ITS OBLIGATIONS HEREUNDER, AND HAS OBTAINED ALL THIRD-PARTY CONSENTS, LICENSES AND PERMISSIONS NECESSARY TO ENTER INTO AND FULLY PERFORM ITS OBLIGATIONS HEREIN, AND (III) THAT COMPANY CAN ONLY CONVEY AND WARRANT THE RIGHTS AND INTERESTS, AS OWNED AND CONVEYED BY THE UNDERLYING RIGHTS OWNERS.