TERMS OF SERVICE
1. Introduction. PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. This is an agreement (“Agreement”) between you and Sample Replay Society, LLC (“Company”) governing your use of Company’s online store, located at www.samplereplaysociety.com, and associated software (collectively the “Store”) that enables you to purchase digital versions of audio and/or sound recordings (“Recording(s)”). Through viewing the Store and/or purchasing Recordings through the Store, you agree to be bound by all terms and conditions contained herein, which may be updated from time to time in Company’s sole discretion. Your continued use of the Store or any Recording after any modification of this Agreement evidences your intent to be bound by such terms. It is your responsibility to check the Agreement each time before using the Store or purchasing a Recording.
2. Grant of Rights. Upon your payment to Company for any Recording, Company grants you a non-exclusive royalty-free license to use any purchased Recording for any purpose, for the full period of copyright protection and whether for commercial or non-commercial uses, in creating one (1) end product for yourself or for a client (“License”). This License is non-transferable, except that you are permitted to transfer the License to one (1) client, for any fee, and create one (1) end product for that client (i.e., if you are a producer and purchase a Recording for use in a musical composition for an artist you are recording, you may transfer the License to your client). You are permitted to alter or modify the Recording and delete any unwanted components.
3. Copyright Disclaimer. Company respects the intellectual property rights of others and Company asks that you do the same. Some Recordings in the Store are cover recordings, and are clearly identified as such. Therefore they embody intellectual property rights (i.e. publishing rights) that are owned or controlled by third party publishers. Company makes no representation or warranty that you are permitted to use a Recording in any way without first obtaining the necessary licenses and permissions from the owner of the musical composition embodied in the Recording. You acknowledge and agree to obtain such a license prior to any exploitation of the Recording, and assume all risk in releasing or otherwise exploiting any material without receiving sufficient clearance from a musical composition rights holder.
4. Terms and Conditions.
(a) Ownership of Store and Sound Recordings. All aspects of the Store, including but not limited to all words, images, graphics, code and software, photographs, and the arrangement of all such Content and the Recordings property (not including musical compositional elements which may be embodied in a Recording) are the sole property of Company, or its licensed partners, and are protected by intellectual property laws. Without the prior written consent of Company, and except as provided in this Agreement, you may not transmit, distribute, publicly display, publish, reproduce, or otherwise distribute a Recording.
(b) Purchases and Refunds. You acknowledge that no title to any intellectual property is transferred to you upon purchase of any Recording. Each purchase of a Recording is an individual sale, even if purchased or delivered simultaneously. Prices and availability of Recordings are subject to change at any time and Company does not provide any price protection. All sales of Recordings are final and the risk of loss transfers to you upon sale. Company does not accept returns of Recordings. Due to the broad selection of Recordings in the Store, it is possible that some Recordings may be accidentally mispriced. In such an event, Company reserves the right to not accept an order based on typographical errors.
(c) Payment. You agree to pay for any Recording through the Store. Company, or any third-party payment platform such as PayPal, may charge your credit card for any Recordings purchased, and for any additional amounts (including but not limited to taxes and transactions fees) that may accrue through a purchase.
(d) Changes in Store. Company may, at its sole discretion, modify, suspend, or discontinue the Store (or portion thereof) or remove a Recording from Company’s library at any time with or without notice to you, and Company will not be liable to you or any third party in any way should Company exercise this right.
(e) Distribution of Recordings. Company sells products to end user customers and not to resellers, music dealers, wholesalers, or other businesses with the intent to resell. You may not distribute a Recording in any form, including but not limited to as stock, in a tool or template, with source files, or bundled with other items. You may not upload any Recording to the Internet or any peer-2-peer file-sharing network.
(f) Audio Clips. Company may offer an audio ‘clip’ of a Recording for preview before purchase. You may not attempt in any way to download, copy, distribute, alter, or capture any clip that Company may offer.
(g) Third-Party Material. Third-party material may be made available via the Store or through Company providing links to third-party websites. Company assumes no liability or responsibility whatsoever for such third party material. You agree and acknowledge that Company is not responsible for evaluating and examining the content or accuracy of any third party material.
(h) Offensive Material. Company shall have no liability for any Recording you find to be offensive, indecent, or objectionable.
(i) Refusal of Access. Company reserves the right to refuse access to the Store to any end user.
(j) Lawful Purpose. You are only permitted to use the Store and/or a Recording for a lawful purpose.
(k) Termination of Rights. Your rights under this agreement will automatically terminate without notice and without refund if you fail to comply with all terms and conditions, including but not limited to improperly transferring the License.
(l) Email List. Company has created an e-mail list of all purchasers of Recordings who will receive information from Company from time to time, such as announcements of new products or services. By purchasing a Recording, you consent to your inclusion on such e-mail list. You will have the option, at your sole discretion, to opt out of the e-mail list at anytime through an unsubscribe link at the bottom of an e-mail sent. If for some reason you cannot remove yourself from Company’s email list, please email info@samplereplaysociety.com for assistance.
5. Warranties & Representations: Company represents, warrants, covenants and agrees that Company is free to enter into and perform this agreement, and is not and will not be under any disability, restriction or prohibition, contractual or otherwise. You represent, warrant, covenant and agree that: (a) you are free to enter into and perform this agreement, and are not and will not be under any disability, restriction or prohibition, contractual or otherwise; (b) you will abide by all terms and conditions contained in this Agreement; (c) you will not violate the rights of any third-party through use of the Store or any Recording, including but not limited to any unauthorized use or dissemination of copyright protected material, such as embodying a Recording in a new musical composition without clearing third-party copyright protected material or infringing on any third party’s right of publicity or privacy; (d) Company shall have no liability whatsoever in regards to a copyright infringement claim made by a third-party in regards to your use of a Recording; (e) your use of the Store is at your sole risk and Company’s services are provided “as is; and (f) that you have reviewed this Agreement and understand all provisions herein.
6. Indemnity: You (the “Indemnifying Party”) agree to indemnify and hold harmless Company, its managers, members, officers, affiliates, representatives, successors and assigns (the “Indemnified Parties”) from and against any claims, damages, costs, expenses, and fees (including reasonable outside attorney’s fees and costs) incurred by the Indemnified Parties arising out of or in connection with any claim by a third party which is inconsistent with any warranty, representation or agreement made by the Indemnifying Party herein.
7. Limitation of Liability. Company’s liability to you arising out of your use of the Store or any Recording shall not exceed the amount you paid to purchase a Recording related to any claim of damages you may have. Under no circumstance shall Company be liable for your unauthorized use of the Store or Recordings, including but not limited to your embodying a Recording in a musical composition without clearing any third-party composition rights. The foregoing limitation will apply even if the above fails its essential purpose.
8. Copyright Notice. We take alleged copyright infringement extremely seriously. If you believe that your copyrighted material has been copied in a way that constitutes an infringement of your copyright, please contact Company at info@samplereplaysociety.com, indicating (i) the identification of the copyrighted work claimed to be infringed; (b) a link or description as to where on the Store the infringing material is located; (c) your name, address, telephone number, email address; (d) a statement by you that you are acting in good faith and that all information in your notice is accurate; and (e) your electronic or physical signature authorizing you to act on behalf of the owner of the copyrighted materials.
9. Privacy. Company will collect certain contact information of yours in advance of any purchase of a Recording. This information includes, but is not limited to, your first and last name, street address, phone number, email address, and credit card information. As well, Company may collect data from your use of the Store, including but not limited to IP addresses, device manufacturers and models, and versions of software used (collectively “Personal Information”). Such collection of Personal Information does not identify you as an individual, and is used by Company merely for general marketing purposes and to enhance the customer experience in regards to the Store. Company acknowledges that Company will not share Personal Information with any third party, unless such disclosure is necessary to comply with a law, regulation, court order, or otherwise enforceable governmental request, to protect Company’s rights, or enforce this Agreement. Company will use reasonable measures to maintain the security of any Personal Information received, however you acknowledge that Company cannot fully eliminate security risks in protecting information in today’s digital economy. If Company is acquired by another entity or individual, the acquiring entity or individual will assume all rights and obligations regarding your Personal Information as detailed in this paragraph. If you have any questions in regards to privacy, please email Company at privacy@samplereplaysociety.com.
10. Notice. You consent to our communication to you by E-Mail at the address you provide Company during purchase of a Recording. For communications concerning this agreement, please write to Company at: 1815 89th Avenue, Oakland, Ca 94621 with a copy simultaneously sent to Savur, Threadgold & Pellecchia LLP, 225 Broadway, Suite 2420, New York, New York 10007, attn: Gandhar Savur, Esq.
11. Miscellaneous: This Agreement represents the entire understanding between the parties, and shall supersede any prior agreement, whether oral or written, between the parties with respect to the subject matter contained herein. Neither party hereto shall be deemed to be the drafter of this Agreement, it being the parties’ mutual intention that this agreement not be construed, in whole or in part, against either of the parties hereto. This Agreement cannot be modified or amended, except by an instrument in writing signed by both parties hereto. This Agreement may not be assigned by any party hereto, except as otherwise provided herein, without the prior written consent of all other parties. If any part of this Agreement is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Agreement will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed. The waiver by either party hereto of a breach of any of the provisions of this Agreement by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership or joint venture between the parties, nor give any party the power or authority to act for or bind the other party in any manner unless otherwise provided for in this Agreement. Headings are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. Company has the right to seek injunctive relief to enforce this Agreement to prevent an infringement of any of Company’s rights, including but not limited to intellectual property rights.
12. Choice of Law: This Agreement shall be exclusively governed by the laws of the State of California applicable to contracts entered into and performed within the State of California and notwithstanding any conflict of law principles. Any dispute related to this Agreement shall be exclusively resolved in the state and federal courts located in San Francisco County, California. The prevailing party in any dispute will be awarded their reasonable attorney’s fees and costs at all levels.