Terms and Conditions
Music Nation Web site
Terms of Use
Thank you for visiting the Music Nation Web site! Whether you are an artist, an avid music fan voting and sending in your comments or just a curious person browsing around to see what new great talent the Music Nation community has found today, we hope you enjoy everything our Web site has to offer. By using our Web site, you are agreeing to these Terms of Use which include some very important things that help us keep our community happy, healthy and legal (such as respecting the rights of fellow creative people and protecting children). If you don’t agree to all of these Terms of Use, we still love you but you can’t use the Web site (as sad as that makes us). So here they are:
THE MUSIC NATION WEB SITE
The Music Nation Web site (the “Web site”) is the online music community located at www.musicnation.com
YOUR ACCEPTANCE OF THESE TERMS
By using this Web site as an Artist, Registered User or otherwise, you (“User,” “you, or “your”) agree to be legally bound by these Terms of Use and all other terms posted on the site (including without limitation the Privacy Policy, Contest Rules (if applicable to you) and Prohibited Content Policy). You agree that these Terms of Use are enforceable like any other written, negotiated agreement physically signed by you. By agreeing to this Terms of Use, you represent to us that you are at least the age of majority in the state in which you reside, an "emancipated minor", or have the consent of your parent(s) or guardian consent to enter into and perform all the terms of these Terms of Use. In any case, you affirm that you are at least 13 years old or over, as the Web site is not intended for children under 13. If you are under 13 years of age, then please do not use this Web site there are lots of other great Web sites for you. Talk to your parents about what sites are appropriate for you.
You understand and agree that Music Nation reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Web site (including these Terms of Use) in whole or in part, at any time. Your continued use of the Web site after any changes to these Terms of Use are posted will be considered acceptance of those changes and will constitute your agreement to be bound to such new terms.
REGISTERING
If you choose to register a personal account with the Web site to gain access to Services available only to Registered Users and/or Artists, you further agree that (i) you will not register an account on behalf of any third party or use a third party’s account on their behalf and (ii) all factual assertions you have made in the registration process will be true and correct. You are solely responsible for the activity that occurs on your personal account, and you must keep your account password secure. Music Nation will not be liable for your losses caused by any unauthorized use of your account.
CONTESTS, SWEEPSTAKES, AUCTIONS AND PROMOTIONS
From time to time, Music Nation or its partners and/or advertisers may conduct promotions on or through the Site, including, without limitation, auctions, contests and sweepstakes ("Promotions"). Each Promotion will have additional terms, conditions and rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this agreement (the "Rules"). If any conflict arises between this agreement and the Rules, the Rules shall govern for purposes of your participation or involvement in the Promotion to which the Rules relate.
POSTING MATERIALS
Music Nation has the absolute right in its discretion to reject, refuse to post or remove any posting and/or other materials uploaded by you, or to restrict, suspend or terminate your access to all or any part of the Web site, for any or no reason, without prior notice and without liability.
You shall be solely responsible for any materials (including without limitation, any text, images, and audio and/or visual materials) that you upload to the Web site (“Your Materials” or “Materials”) and the consequences of posting them. You understand that Music Nation does not guarantee any confidentiality with respect to Your Materials. In connection with Your Materials, you affirm, represent, and/or warrant that: (i) you own or have the necessary rights in and to all of Your Materials to enable inclusion and use of Your Materials in the manner contemplated by the Web site and these Terms of Use; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in Your Materials to enable use of Your Materials in the manner contemplated by the Web site and these Terms of Use; (iii) you will not publish falsehoods or misrepresentations that could damage Music Nation or any third party; (iv) you will not submit Material that is Prohibited Content; (v) you will not impersonate another person and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of Your Materials.
Without limiting anything contained herein, if you wish to submit any of Your Materials which include audiovisual materials depicting your performance of a musical composition which is published by a third party, you must secure in advance (among other applicable third party rights) the appropriate synchronization rights in such musical composition before uploading such Materials to the Music Nation Web site. In the event you are submitting such Materials for the current contest on the Music Nation Web site, once you have identified the publisher of such musical compositions, you may (in your discretion) use the following form to request such permission. LINK TO FORM This form is provided for your convenience only and does not constitute legal advice, nor does the use of such form by you limit any of the terms and conditions or your agreements, covenants, representations or warranties contained herein.
YOUR INTELLECTUAL PROPERTY RIGHTS
You retain all ownership rights in Your Materials. However, by submitting Your Materials to the Music Nation Web site, you hereby grant to Music Nation a worldwide, non-exclusive, non-restrictive, royalty-free, sublicenseable, and transferable license in perpetuity to use, reproduce, distribute, transmit, make available, prepare derivative works of, display, perform, edit, mix, combine, superimpose, create or add special effects and/or other materials to all or any portion of Your Materials (including any titles of Your Materials and your name and likeness), and any audio and/or visual excerpts thereof, in connection with the Web site (and all places where some or all of the content from the Web site is available), and otherwise in connection with any of Music Nation's and/or its affiliates’ and/or partners’ current and/or future businesses, including without limitation for promoting and redistributing part or all of the Web site (or derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Web site and any of Music Nation’s licensee sites a non-exclusive license to access and view Your Materials. If you do not want Music Nation to share Your Materials or obtain any rights in Your Materials, please do not upload Your Materials to the Web site. Additionally, you agree to grant to Music Nation all rights to use your image, likeness, voice, name, and photograph in correlation with Your Materials in any presentations, marketing materials, reports, publicity or advertising relating to Your Materials, Music Nation and its partners and licensees, and/or any contests.
MATERIALS SUBMITTED TO MUSIC NATION BY OTHER USERS
You understand and acknowledge that you (and/or your Profile Page) may be exposed to materials that are offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Music Nation with respect thereto, and agree to indemnify and hold Music Nation, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Web site. Music Nation assumes no responsibility for monitoring the Web site for Prohibited Content or any other inappropriate user materials or conduct. If you think any of these objectionable materials are on your Profile Page, you should let us know by writing us through Contact Us, but you understand and agree that Music Nation will be under no obligation to remove any such materials.
YOUR USE OF THE WEB SITE
Music Nation hereby grants to you a limited, nonexclusive, nontransferable license to access, use, and privately transmit, exhibit, and display the Web site as set forth in the Terms of Use, provided that: (i) your use of the Web site as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Web site in any medium without Music Nation's prior written authorization; (iii) you will not alter or modify any part of the Web site (including, without limitation, modifying any content or materials); you will not use any messaging or other functionality of the Web site to SPAM others. Unless expressly permitted by Music Nation, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or otherwise exploit, in whole or in part any content. You agree not to use or launch any automated system or tools, including without limitation, "robots," "spiders," or "offline readers," that access the Web site in a manner that sends more request messages to the Music Nation servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser and you may not utilize any metatags or any other hidden text utilizing Music Nation's name or trademarks without the express written consent of Music Nation. You agree not to collect or harvest any personally identifiable information, including account names, from the Web site, nor to use the communication systems provided by the Web site for any commercial solicitation purposes.
COPYRIGHT POLICY
You may not post or otherwise upload to the Web site any copyrighted material, trademarks, or other proprietary materials belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Music Nation will remove any of Your Materials if properly notified that such Materials infringe on another's intellectual property rights. Music Nation will also terminate your access to its Web site, if you are determined to be a repeat infringer.
If you are a copyright owner or an agent thereof and believe that any Material(s) or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the Material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Music Nation's designated Copyright Agent to receive notifications of claimed infringement is:
Copyright Agent
ARTIST PAGE REVENUE SHARING PILOT PROGRAM
Fraud: Music Nation shall have the right to withhold any amount or deduct any amounts posted to your account which Music Nation determines in its discretion to have resulted from fraudulent activity of any kind, including without limitation “click fraud” and/or payment for or other forms of fraudulent solicitation for clicks. Music Nation reserves the right to suspend or otherwise disable your Artist Profile Page pending Music Nation’s investigation of any of the foregoing or any other breach of these Terms of Use or any other Web site terms by you.
OUR INTELLECTUAL PROPERTY RIGHTS
CONFIDENTIAL AND PROPRIETARY INFORMATION
WARRANTY DISCLAIMER
LIMITATIONS OF LIABILITY
INDEMNITY
ASSIGNMENT
DISPUTES
OTHER
Music Nation
455 Broadway
Fourth Floor
New York, NY 10013
email: Contact Form
telephone: 212-625-3590
fax: 212-625-3594
You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid. Music Nation seeks to preserve any and all exemptions from liability that may be available under the copyright law.
As part of a new pilot program, Music Nation is offering to share revenues with Artists who legally reside in the U.S. who have registered with the program. If you are an Artist who has registered an Artist Profile Page, you may be able to generate revenue through participation in the program from valid end-user activity on your Artist Profile Page. You will be given the opportunity to register for this program once your Artist Profile Page is complete. Subject to your compliance with these Terms of Use, the Prohibited Content policies, the Contest Rules (if applicable), and any applicable additional terms and conditions provided to you in the registration process, Music Nation will pay you Your Pro Rata Portion of fifty percent (50%) of Music Nation’s Net Revenues. “Net Revenues” shall mean all revenues paid to Music Nation from qualifying advertising on all Artist Profile Pages in a given calendar month from valid end-user activity (excluding sponsorships, promotions, barter ads and other promotional ads which do not generate cash consideration), less a Music Nation 20% administration fee, agency and other third party fees, bandwidth costs and applicable taxes. “Your Pro Rata Portion” shall be calculated by dividing the total number of valid end-user page views from your Artist Page in a particular calendar month by the total number of valid end-user page views from all Artist Pages in such calendar month and multiplying the resulting number by the total qualifying Net Revenues during such month. Any amounts due to you, if any, shall be solely determined by Music Nation and shall be paid to you on a monthly basis by such means as determined by Music Nation after you have accrued at least twenty U.S. dollars (U.S.$20) in revenues due to you. You are responsible for any and all applicable taxes or government charges in connection with your participation in the program. Music Nation will not be liable for damages resulting from failure to post payments to your account in a timely fashion and you shall not be entitled to receive interest on any such late payments. If you dispute any payments made to you, you must notify Music Nation within thirty (30) days of receipt of such payment; failure to so notify Music Nation will result in your waiver of any claim relating to such dispute. Music Nation may change its payment terms or cancel this pilot program at any time.
The content on the Web site, and the trademarks, service marks and logos contained therein, which are created by or on behalf of, or otherwise licensed to, Music Nation are owned by or licensed to Music Nation (“Music Nation Property”), subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All rights of Music Nation’s rights in the Music Nation Property are hereby expressly reserved.
You agree not to try to access and not to access any information through the Web site which does not pertain to you and which you are not properly authorized to receive.
YOUR USE OF THE MUSIC NATION WEB SITE SHALL BE AT YOUR SOLE RISK. THE WEB SITE AND ANY SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MUSIC NATION, ITS AFFILIATES, AND OTHER THIRD PARTIES MENTIONED ON THIS WEB SITE AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE WEB SITE, THE MUSIC NATION SERVICES, CONTENT, AND YOUR USE THEREOF. MUSIC NATION MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEB SITE, THE CONTENT, THE SOFTWARE AND SERVERS DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEB SITE'S CONTENT OR THE CONTENT OF ANY WEB SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE AND SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SITE OR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE OR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MUSIC NATION WEB SITE. MUSIC NATION DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MUSIC NATION WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MUSIC NATION WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEB SITE, ANY SERVICES, AND HYPERLINKED WEB SITES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MUSIC NATION OR MUSIC NATION'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
The Web site is controlled and offered by Music Nation from its facilities in the United States of America. Music Nation makes no representations that the Web site is appropriate or available for use in other locations. Those who access or use the Web site from other jurisdictions do so at their own volition and are responsible for compliance with local law.
IN NO EVENT SHALL MUSIC NATION, ITS AFFILIATES, AND OTHER THIRD PARTIES MENTIONED ON THIS WEB SITE, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF, RELATING TO, OR RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SITE AND THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIAL OR OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY SERVICES, CONTENT OR USER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MUSIC NATION WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MUSIC NATION IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT MUSIC NATION SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEB SITE, THE SERVICES AND/OR HYPERLINKED WEB SITES IS TO STOP USING THE WEB SITE AND/OR THOSE SERVICES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL MUSIC NATION, ITS AFFILIATES, OR THE THIRD PARTY PROVIDERS' LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE PRICE PAID BY YOU FOR YOUR USE OF THE SITE.
You agree to defend, indemnify and hold harmless Music Nation, its officers, directors, shareholders, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Web site; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of Your Materials caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Music Nation Web site.
These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Music Nation without restriction. You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of this Web site, of any information about you contained in the Web sites database(s) to the extent that Music Nation assigns its rights and obligations regarding information about you in connection with a merger, acquisition, or sale of all or substantially all of Music Nation’s assets to a subsequent owner or operator. In the event of such a merger, acquisition or sale, your continued use of the Web site signifies your agreement to be bound by the Terms of Use and Privacy Policy of the Web sites subsequent owner or operator. Notwithstanding the above, you will have the opportunity to remove any content personal to you prior to, during, and after any merger, acquisition or sale of all or substantially all of Music Nation’s assets.
You agree that: (i) the Music Nation Web site shall be deemed solely based in New York, New York; and (ii) the Music Nation Web site shall be deemed a passive Web site that does not give rise to personal jurisdiction over Music Nation, either specific or general, in jurisdictions other than New York, New York. These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. You agree that any and all disputes or controversies of any nature between them arising at any time shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
These Terms of Use, together with the Privacy Policy, Prohibited Content Policy and any other legal notices published by Music Nation on the Web site (including without limitation any applicable Rules), shall constitute the entire agreement between you and Music Nation concerning the Music Nation Web site. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and your or Music Nation’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND MUSIC NATION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MUSIC NATION WEB SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR BE DEEMED FOREVER WAIVED AND BARRED. The relationship of the parties is that of independent contractors and this Agreement does not, in whole or in part, establish or create by implication or otherwise, any partnership, join-venture, co-ownership, or participation in a joint or common undertaking or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.