BeatMama.com™ Terms and Conditions
LAST UPDATED: July 29, 2010
1. Accepting the Terms and Conditions .
Welcome to www.beatmama.com™. The following are the term and conditions that govern your use of this site Please read these terms and conditions carefully before using this website, and check them periodically for changes. THESE TERMS AND CONDITION OF USE (“TERMS” CONSTITUTE A LEGAL CONTRACT BETWEEN YOU AND BEATMAMA. PLEASE READ THES TERMS IN THEIR ENTIRETY BEFORE YOU CONTINUE USE OF THIS WEBSITE OR DOWNLOAD ANY SONG. ANY USE OF THIS WEBSITE (the “ Site ”), OR THE SERVICES AVAILABLE ON THE SITE FROM TIME TO TIME (including without limitation any programs, tools, components, upgrades, updates and all related applications, “ Service ”), IS SUBJECT TO AND CONDITIONED UPON ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (the “ Agreement ”). BY USING THE SITE OR THE SERVICE YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CREATING A LEGALLY BINDING CONTRACT BETWEEN US, BeatMamaSM AND YOU AN INDIVIDUAL OR AN INDIVIDUAL ACTING ON BEHALF OF A LEGAL ENTITY THAT WILL BE USING THE SITE OR THE SERVICE. IF YOU DO NOT AGREE, YOU MUST DISCONTINUE USING THE SITE.
2. Age Restrictions
If you are under eighteen (18) years of age, you must have parental consent before ordering/purchasing any beat on this site.
3. Changes to this Agreement.
We may change the terms of this Agreement or the Service at any time(s) and in our sole discretion, upon posting notice on the Site. Your continued use of the Site or Service shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Site or the Service.
4. The Service.
The Site is an online beat production licensing and purchasing site. You are responsible for verifying the accuracy and legality of (i) any content, including without limitation programming, services, features, music, sound recordings, lyrics, data, text, images, photographs, graphics, scripts, sounds, video, logos, trademarks, service marks, compilation of content, format, design, user interface or software made available through or which appears on the Site or Service, whether by us, users of the Site or others (“ Content ”), that you purchase or otherwise use though the Site or the Service, and (ii) the ability of any user, advertiser, sponsor, affiliate or strategic partner to perform any transaction with you. Any such transaction is at your own risk, and you are encouraged to seek independent professional advice before entering into any such transaction.
We are not involved in or party to any interaction or transaction between you and any other user of the Service or the Site, nor any advertiser, sponsor, affiliate or strategic partner or any other third part, and are not acting as your or any other party's agent or advisor. We do not endorse any Content originated by a user, vendor or any other third party, and cannot guarantee any aspect of such interaction or transaction. Further, we have no control over the quality, safety or legality of, and do not pre-screen, monitor or endorse, any Content originated by a user, vendor or any other third 2 party, nor transactions that take place on the Site or through the Service (such as content delivery method used to deliver music), and have no obligation to do so (though we reserve the right to do so). If we offer downloads of software on the Site, such software (including without limitation any files, images incorporated in or generated by the software, and data accompanying the software, the "Software") is licensed to you by us or third-party licensors for your personal, noncommercial use only, provided that you keep intact all copyright and other proprietary notices and your use of such Software is strictly subject to the terms of this Agreement and any agreement accompanying the Software.
You acknowledge that we may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service including imposing a fee for the use of certain services, upon posting a notice on the Site. In addition, we may, from time to time, perform maintenance upon the Site or Service resulting in interrupted service, delays or errors in the Site or Services. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
5. Membership and Registration.
Some functions of this Service require registration, and as part of the process you will be requested to provide certain information, including among others, your email address, a unique user name and password (“Registration Data ”). You agree to:
The Service allows users to access other users' contact information, and accordingly your contact information shall be accessible to others.
We assume that any communications and other activities through use of your Registration Data were sent or authorized by you , and you are fully responsible for all activities that occur under your Registration Data .
We may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately suspend or terminate your account and refuse any and all current or future access to and use of the Services (or any portion thereof) . Grounds for such termination may include, but are not limited to, loss, theft or unauthorized use of your Registration Data, violation of the letter or spirit of this Agreement, providing Registration Data that is inappropriate or offensive in our discretion, if we have reasonable grounds to suspect any of the Registration Data that you provided is inaccurate, not current or incomplete, or extended periods of inactivity.
6. User Conduct.
You may access and use the Site and Service only for its purposes as intended by the normal functionality of the Site and Service, as long as you are in compliance with all provisions of this Agreement .
In connection with your use of the Site and the Service and any content (including without limitation programming, services, features, music, sound recordings, lyrics, data, text, images, photographs, graphics, scripts, sounds, video, logos, trademarks, service marks, compilation of content, format, design, user interface, software, feedback or ideas) provided to us or posted on or through the Service or the Site (each, a " Submission ") by you, you agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (indulging without limitation copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of the Service, and without limiting the foregoing you may:
7. Your Submissions .
(1)You warrant and represent that (i) you are the rightful owner of all of the intellectual property rights to your Submissions, have a valid copyright registration certificate to verify your ownership interest in the Submissions have the appropriate license and sublicense rights from the owner, and that ownership of such rights is not in dispute, (ii) your Submissions will be true and accurate and in compliance with all of the terms of this Agreement, and (iii) if you are an entity or organization other than an individual, you are the authorized representative of the entity or organization, you have the legal right and authority to submit and display the Submission.
(2) You hereby grant us a worldwide, non-exclusive, perpetual, irrevocable, unrestricted, royalty-free, sub-licenseable and transferable license, without compensation, liability or notice to you, to (in each case directly or through subcontractors): (i) use, reproduce, distribute, publicly display and perform your Submissions that are music, sound recordings or other materials that you have submitted to the Site only for the purpose of selling and/or licensing to other users of the Site pursuant to the terms of the Service (“ Protected Content ”), on the Site and in addition on other websites that were created (as private labels for others or otherwise), are operated or are wholly or partially owned by us or our affiliates (the " Affiliated Sites "), for the purpose of providing the Service and enabling other users of the Site and Affiliated Sites to purchase the rights in or license such Protected Content; and (ii) use, reproduce, distribute, prepare derivative works of, publicly display, modify, and perform your Submissions that are not Protected Content (including without limitation artist profile pages, blogs and license history), for any purpose (including without limitation advertising and promotional) in any media formats, through any media channels and without limitation.
(4) You are entirely responsible for all your Submissions, including without limitation the consequences of posting or publishing them on the Site.
(5) We reserve the right to decide whether, where, and how a Submission is listed on the Site. We may refuse to post, deliver, modify or otherwise use or take any action with respect to any Submission. If we have questions about your Submissions including without limitation with respect to copyright, we may contact you for further information. We may remove Submissions without prior notice.
(6) You agree that you are responsible for the transfer of ownership of or license to your intellectual property rights to your Submissions (as the case may be) when you are dealing with a buyer and that you are responsible for compliance with all applicable laws and regulations.
(7) You may request us to remove a Submission posted by you from the Site.
8. MP3 Downloads.
The BeatMama™ website allows you to purchase and/or licenses beats. In order to download a beat, you will be required to agree to the usage terms for the beat and a purchase agreement that limits the use of the Song to those exact terms. The provisions of the License will control your use of the Song. All Songs and all rights not expressly granted in writing remain the exclusive property of BeatMamaSM and its content providers. All purchases are final.
We offer a number of fee-based and paid subscription services. If you wish to use such services, you must pay the required fee associated with such service, pursuant to our policies and any other applicable agreements or terms and conditions as in effect from time to time. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Sites and Services in a timely manner with a valid payment method.
10. Public Forums and Communications.
When using the Site or the Service, you will be exposed to Submissions from a variety of sources, and we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Submissions. You may be exposed to Submissions that are inaccurate, 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 us with respect thereto, and agree to indemnify and hold us, our owners, operations, affiliates and licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site, the Service or the Content.
The Site has certain features that enable users to interact directly with each other, including by sending private messages to other site members and posting comments and opportunities on our forum and opportunity sections (“ Public Forums ”). While using a Public Forum or reading a private message, you may be exposed to content of other users with which (a) you may disagree, (b) that 6 you may find offensive, indecent, or objectionable, or (c) is inaccurate, misleading, or illegal. You expressly assume and agree to bear any and all risks associated with your use of, exposure to or reliance on any such content. You should be skeptical about information provided by others, and you acknowledge that the use of any Submissions posted in any Public Forum or received via a private message is at your own risk. Further, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with. Information obtained in a Public Forum or from a private message may not be reliable, and it is not a good idea to take any action based solely or largely on information you cannot confirm. We cannot be responsible for the accuracy of any Submissions contained in a Public Forum, and we shall not be responsible for any decisions made or actions taken or not taken based on such information or content. For example, we are not responsible for any transactions based on Submissions contained in the Public Forums or a private message.
The Site may include a feature that allows you to exchange useful and helpful information with other users of the Site (" Live Community "). Internet access is required to use Live Community. Please respect and interact with other users as you would in any public arena when using the Live Community feature. Exercise your judgment in evaluating and acting on (or ignoring) other users' Live Community sessions. Remember, due to the anonymous nature of the Internet, other Live Community users may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated. We do not endorse and are not responsible for the accuracy of the content in Live Community. Live Community users may post hypertext links to content hosted and maintained by third parties. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. We reserve the right to monitor the Live Community content and designate our employees to act as monitors. Additionally, we reserve the right to edit, remove or refuse to remove Live Community content in our sole discretion.
Please respect and interact with other users as you would in any public arena. Do not reveal information that you do not want to make public.
We encourage you to report to us any suspected violations of this Agreement or any other additional terms posted on the Site, in particular, as they relate to inappropriate behavior or activity in our Public Forums. We reserve the right, but not the obligation, to investigate and take appropriate legal action in our sole discretion against anyone who we believe violates this Agreement, including removing the offending communication in whole or in part from the Site, suspending or terminating the membership of such violators or suspending or terminating their right to use and access the Site.
We reserve the right, in our sole discretion, to adopt, modify and post additional rules in any Public Forum and to condition access to any such feature by any individual or group in accordance with age, geographic, or other criteria, to deny or restrict access by any individual or group who fails to meet that criteria or by anyone who fails to comply with our criteria or rules at any time, and to change or modify the criteria or rules at any time, in our sole discretion.
BeatMamaSM reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, at our sole discretion.
Personally Identifiable Information
In order to fulfill licensing transactions or provide service to you as a customer of BeatMama SM, we may require you to provide certain information to us. Common items may include, but are not limited to, your name, address, phone number and credit card number. By providing this information to BeatMama SM, you are agreeing to allow us to utilize this information to complete all transactions you request through this website and to disclose that information and details of all such transactions to BeatMama SM, our subsidiaries, affiliates and any necessary payment processors. Because of the nature of the Internet, such data may pass through any country. We use standard commercial practices for keeping such data confidential, but there is no guarantee that such practices will prevent the disclosure or further distribution of such data beyond BeatMama SM.
12. Proprietary Rights.
You acknowledge that the Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Content, the Site and the Service not expressly granted herein are reserved.
All of the Content is provided to you AS IS, except for Submissions to the extent that another user undertakes towards you otherwise with respect to such Submission pursuant to a valid agreement in writing between you and such user.
We make no claim of ownership as to the trademarks of any vendor listed on this Site, or with respect to any publisher or publication mentioned on this Site, including any goodwill that arises from the use of those trademarks.
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
14. Links to Other Websites.
15. Links to this Site.
Subject to the terms of this Agreement and as long as this Agreement is not terminated, you may display a link to this Site as long as your use is not misleading, illegal or defamatory.
16. Disclaimers of all Warranties.
THE CONTENT, THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM 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.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE ; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, THE SERVICE OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE, OR IN CONNECITON WITH SUBMISSOIONS. YOUR USE OF THIS SITE, THE SERVICE AND CONTENT, IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.
Without limiting the foregoing, we cannot and do not assure that other members of the Site are or will be complying with this Agreement, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
17. Limitation of Liability.
UNDER NO CIRCUMSTANCES WE SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICE, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, ( III ) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE, OR (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS SITE OR THE SERVICE; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether based on contract, tort, negligence, strict liability or otherwise.
Without derogating from any of the foregoing, our total aggregate liability under this Agreement, if any, in connection with the Site, the Services or the Content or the Agreement will be limited to the amount of fees actually paid by you to us during the proceeding three (3) months for the Services giving rise to such liability, if any. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and you.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY'S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT ; (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, THE SERVICE OR THE CONTENT; (III) OR ARISING OUT OF YOUR SUBMISSIONS; (IV) YOU ENTERING INTO AN AGREEMENT, WITH ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION OTHER USERS OF THE SERVICES, WITH RESPECT TO ANY CONTENT; OR (V) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU. BeatMamaSM will pursue all necessary legal action and will seek all available financial compensation and damages (including statutory copyright damages up to $150,000 per item) should BeatMamaSM be notified or otherwise discover any infringement or wrongful use of any Beat, information, or Content available through this website. You will indemnify BeatMamaSM its subsidiaries, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of these Terms or your unauthorized use of the Beats, Content and related rights including but not limited to.
19. Laws of the State of Georgia and the United States and Georgia Courts .
The laws of the State of Georgia and the United States will govern this Agreement, without regard to its conflict of law principles. Use of our services is unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement. No provision of the Agreement shall be construed against this Site but rather shall be construed in a neutral and fair manner as terms entered into by a fully informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms hereof.
Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts in Georgia.
20. Limitation of Claims.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
21. Infringement Notices And Takedown.
If you believe that any material contained on this Site infringes your copyright, you should notify this Site's Designated Agent who is:
Name of Designated Agent: Stephanie L. Hammond, Esq.
Full Address of Designated Agent: 719 Griswold, Suite 820, Detroit, Michigan 48226, USA
Telephone Number of Designated Agent: 313-340-0440
FAX: (313) 340-0441
Your notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Service; (d) information sufficient to permit us to contact you, such as your physical address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by you that the information in the notification is accurate and, under penalty of perjury that you are authorized to act on the copyright owner's behalf.
The Copyright Agent will only respond to any claims involving alleged copyright infringement . Notwithstanding this section, we reserve the right at any time and in our sole discretion, to remove content which in our sole judgment appears to infringe the intellectual property rights of another person.
No waiver of any term of this the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between you and us as a result of the use of the Site or the Service. This Agreement and our rules and policies in this Site comprise the entire agreement between you and us, state our and our suppliers' entire liability and your exclusive remedy with respect to the Site and Services, and supersede all prior agreements pertaining to this Agreement's and such rules' and policies' subject matter. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance.
23. Website Ownership.
24. Unauthorized Audio Copying is Prohibited.
Except as explicitly permitted under these Terms or a written agreement with BeatMamaSM or one of its subsidiaries, no portion or element of this website or its Content may be copied or retransmitted via any means. This website, its Content and all related rights will remain the exclusive property of BeatMamaSM or its licensors unless otherwise expressly agreed in writing.
25. No Unlawful Uses.
As a condition of your use of this website, you warrant to us that you will not use the website for any purpose that is unlawful or prohibited by these Terms. You agree not to use the website in any manner that could damage, disable, overburden or impair the website, or interfere with any other party's use and enjoyment of the website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the website.
You may not use any Beats obtained from this website to promote a business that sells or licenses music, or otherwise compete with BeatMamaSM in any manner.
Copyright © 2010, BeatMama All rights reserved.