Uploader System Use Agreement
DJMONITOR, with its principal place of business located at Timorplein 32 - Amsterdam ("DJMONITOR") permits you to upload your files and data and to otherwise use the Playlist Management Web Site (the "UPLOADER" or "Site") and related services subject to your agreement to and compliance with the terms and conditions set forth below.
Terms and Conditions
(1) • All materials displayed on the UPLOADER are protected by copyright, and, unless otherwise indicated, are owned and controlled by DJMONITOR. You agree to abide by any and all copyright notices, information or restrictions contained on the Site. You may download and make one (1) copy of materials displayed on the Site for personal, non-commercial use only, provided that you maintain all copyright and other notices appearing on such materials. Copying or storing of any materials displayed on the Site for other than personal, non-commercial use is expressly prohibited without DJMONITOR's prior written permission.
(2) • DJMONITOR and the associated logos are trademarks of DJMONITOR. All other trademarks and logos used on the Site are the trademarks and logos of their respective owners. Unauthorized use or copying of any of the trademarks and logos appearing on the Site is expressly prohibited.
(3) • By posting messages, uploading files, inputting data or engaging in any other form of communication to the Site, you hereby grant DJMONITOR a perpetual, worldwide,non-exclusive, royalty-free license to use such communications solely for purposes of music usage reporting in accordance with DJ Monitor’s agreement with APRA.
(4) • DJMONITOR acknowledges that transmissions to and from the Site are confidential unless otherwise agreed You acknowledge that by submitting such communications to DJMONITOR, no confidential, fiduciary, contractually implied or other relationship is created between you and DJMONITOR other than pursuant to this Agreement.
(5) • Only the subscriber who has completed the DJMONITOR Web Site Subscription may access and use the Site. You agree that you will not disclose your password to others and will not seek such disclosure from others. DJMONITOR will pursuant to the relevant European public regulations monitor your use of the Site to ensure compliance with this condition and the other terms of this Agreement and may freely use or disclose any information and materials received from you or collected through your use of the Site for any lawful reason or purpose.
(6) • You represent and warrant that you will not upload, post, transmit, distribute, or otherwise publish on the Site any materials which (i) restrict or inhibit any other user from using and enjoying the Site; (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitute or encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate law; (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contain a virus or other harmful component;; and/or (vi) constitute or contain false or misleading indications of origin or statements of fact.
(7) • You hereby agree to compensate, defend and indemnify DJMONITOR from and against any and all liability and costs incurred by DJMONITOR in connection with any claim arising out of any breach by you of the Agreement. You agree to cooperate fully as reasonably required in the defence of any claim. DJMONITOR reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without DJMONITOR's written consent.
(8) • DJMONITOR is not responsible for any such materials posted to the Site by users. However, DJMONITOR reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in DJMONITOR's sole discretion are objectionable, or in violation of this Agreement.
(9) • The UPLOADER contains links and pointers to other World Wide Web Internet sites. Links to and from the Site to other third-party sites do not constitute an endorsement by DJMONITOR of such sites, their sponsors, or their contents and DJMONITOR disclaims any and all responsibility for the content of such sites.
(10) • ALTHOUGH DJMONITOR STRIVES TO ENSURE THE INTEGRITY AND ACCURACY OF THE SITE, IT MAKES NO GUARANTEES WHATSOEVER AS TO THE ACCURACY OF INFORMATION CONTAINED IN THE SITE, INCLUDING BUT NOT LIMITED TO THE PLAYLIST INFORMATION PROVIDED, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS CONTAINED THEREIN. IN THE EVENT THAT ERRORS OR OMISSIONS ARISE, PLEASE INFORM DJMONITOR SO THAT THEY CAN BE CORRECTED. DJMONITOR RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE.
(11) • DJMONITOR disclaims any and all responsibility and liability for interruptions of service to the Site. DJMONITOR makes no representations or warranties whatsoever for the functions made accessible by the software used on or accessed through the Site, or that the Site or the server that makes it available or any communication between you and DJMONITOR or any materials delivered to you from DJMONITOR are free of viruses or other harmful components. DJMONITOR disclaims any and all responsibility and liability for any breach of security associated with the transmission of sensitive information through the Site or any linked site.
(12) • Subject to clause 20 below, DJMONITOR may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site feature, database or content.
(13) • THE UPLOADER, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SITE-RELATED SERVICES. DJMONITOR IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN THE SITE.
(14) • This Agreement can be terminated by DJMONITOR with one (1) months' notice at its discretion.
(15) • With the limitations contained in this Agreement each party is entitled to terminate this Agreement without notice in the event of the other party being in material breach of its obligations. If you are in breach of the Agreement DJMONITOR reserves the right to terminate your use of the Site immediately without notice or compensation, and without limiting other relevant means of remedies. In the event that (i) do not abide by the terms and conditions in this Agreement, and/or (ii) attempt to assign your rights and obligations according to the Agreement in violation of section 17, such non-compliance is always to be considered a material breach of the Agreement.
(16) • You are not entitled to damages or rescission from the Agreement in the event of incomplete performance from DJMONITOR due to force majeure. Force majeure among other things exists where DJMONITOR is prevented from performing according to this Agreement as a result of unpredictable failures in hard- or software or other break downs of systems, war, civil war, insurrection or riot, government restrictions, natural disaster - including but not limited to earthquake, high tides or flooding - widespread labor disputes, fire or similar occurrence, which neither should nor could have been foreseen by DJMONITOR when entering into this Agreement.
(17) • You are not entitled to assign your rights and obligations according to this Agreement to a third-party without the prior written consent from DJMONITOR. On the other hand DJMONITOR is entitled to assign all its rights and obligations to a third-party without consent from you in case of a merger, consolidation, or other corporate reorganization, or a transfer or sale of all or a substantial part of its assets.
(18) • No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver will be effective unless made in writing and signed by the waiving party.
(19) • This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction, including personal jurisdiction, for any action or proceeding arising out of or related to this Agreement shall be the district court located in Amsterdam, The Netherlands. To the extent that any provision of this Agreement is found to be illegal, unenforceable or ineffective by a court of law the provision shall be deemed severable from the remainder of this Agreement and such provision's unenforceability shall in no way affect the enforceability of the remaining provisions of the Agreement. This Agreement constitutes the entire agreement between DJMONITOR and you with respect to your use of the UPLOADER.
(20) • DJMONITOR reserves the right, at its sole discretion, to change, modify, add or remove (collectively referred to as the "changes") any portion of this Agreement at any time if the changes made are necessary in order to (i) carry on the business of DJMONITOR in an economically viable fashion and/or (ii) apply to federal or international law or regulation. Notification of changes in this Agreement will be posted on the Site at least 14 days before the changes take place. If you have any objections to the changes made you are to state these objections in writing to DJMONITOR before the end of the 14-day period. If you have not done so, you are considered having agreed to the changes made and are thus bound by them.
You acknowledge that you have carefully read the terms and conditions set forth above and that you accept them. You agree that your access to and use of the Site is expressly conditioned upon your compliance with the foregoing terms and conditions of use.