Terms of Service
This Website Use Agreement constitutes legally binding terms and conditions and applies to your use of www.moodssounddesign.com (the “Website”), whether you are accessing the Website via a personal computer, a wireless or mobile device or any other technology or device now known or hereafter developed or discovered (each, a “Device”). The Website is made available by Moods Sound Design, LLC (“MSD”, “we”, “our”, or “us”) and the term “Website” includes all (a) Websites and web pages within the Website, as well as any equivalent, mirror, replacement, substitute or backup Websites and web pages that are associated with the Website and (b) all products, applications, features, functionality and services offered by MSD on the Website (collectively, “Website Services”). This Agreement governs only the Website, and the content, features, and activities made available on the Website, and does not govern other websites or any corresponding content, features, and activities made available by any third party, unless specifically stated.
2. WEBSITE SERVICES; LICENSE AGREEMENT
MDS offers an online music catalogue of compositions and sound recordings available for incorporation and synchronization in your audio-visual project (your “Project”). The types of authorized audio-visual Projects authorized for your use is broad, but you are cautioned to read the further information on our Website for Project eligibility, subscription programs, and current subscription rates and terms, and other relevant and critical information about our Website Services. The License Agreement sets forth the terms and conditions for your use of the compositions and sound recordings in your Project. We reserve the right to change our fees, subscription rates and terms and other conditions related to our Website Services without notice to you. Your continued use of the Website and Website Services after any such changes or modifications will be your consent to said changes and modifications.
3. USE OF THE WEBSITE
In order to access and use certain Content, features, functionality and/or Website Services, we shall require you to become a registered user of the Website and have a unique username and password combination (collectively, a “User ID”) associated with your account. An account with a User ID is required together with a signed License Agreement as a prerequisite for you to access and listen to samples of our catalog of sound recordings and compositions on the Website and to use any of our compositions or sound recordings in accordance with the License Agreement. If you elect to become a registered User of the Website, you are responsible for maintaining the strict confidentiality of your User ID, and you shall be responsible for any access to or use of the Website by you or any person or entity using your User ID, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent. You agree to (a) immediately notify MSD of any unauthorized use of your User ID or account or any other breach of security, and (b) ensure that you log off from your account at the end of each session. It is your sole responsibility to (i) control the dissemination and use of your User ID, (ii) control access to your account, and (iii) cancel your account on the Website. We reserve the right to deny access, use and registration privileges to any User of the Website if we believe there is a question about the identity of the person trying to access any account or element of the Website. MSD shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 3.
4. PROPRIETARY RIGHTS
As between you and MSD, MSD owns, solely and exclusively, all right, title and interest in and to the Website and all content contained and/or made available on, through or in connection therewith (the “Content” as defined below), and all such Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties.
For purposes of this Agreement, the term “Content” includes, without limitation, all video (and the sound recordings and musical compositions embodied therein), audio sound recordings and the musical compositions embodied therein, artwork, photographs, illustrations, graphics, logos, copy, lyrics, text, computer code, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Website, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Website, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein including all goodwill, and including with respect to any content contained and/or made available in any advertisements or information presented to you via the Website. Unless the context clearly requires otherwise or we explicitly set forth in writing, the term “Website” includes “Content” as well. Content will change from time to time, including the availability of certain compositions and sound recordings. We have the right to change the Content at any time without notice to you whatsoever.
You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Website, including, without limitation, notices on any Content you license from us, or which Content you transmit, display, print, stream or reproduce from the Website. Except as expressly authorized by MSD, you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party Website or platform), or otherwise use, any Content without the express, prior written consent of. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect copyrights, trademarks, and other intellectual property rights and we shall aggressively enforce same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others.
The subscription fees are set forth in the text of the Website and may change from time to time. If MSD terminates your use of or registration to the Website because you have breached this Agreement, the Additional Terms, the License Agreement, or the Rules, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration payable by you.
6. USER CONDUCT
You are solely responsible for your conduct on the Website and the use of the Website for unlawful or harmful activities is not allowed. You represent, warrant and agree that, in connection with your use of the Website, you shall not:
- intentionally or unintentionally engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
- submit, post, email, display, transmit or otherwise make available on, through or in connection with the Website any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult Website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- submit, post, email, display, transmit or otherwise make available on, through or in connection with the Website any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
- intentionally or unintentionally engage in or encourage conduct that affects adversely or reflects negatively on MSD, the Website (including, without limitation, artists and composers whose works are available on the Website), our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person or entity from using all or any portion, features or functions of the Website, or from advertising, linking or becoming a supplier to us in connection with the Website;
- submit, post, email, display, transmit or otherwise make available on, through or in connection with the Website any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- use the Website to engage in barter arrangements, pyramid schemes, advertising, marketing or offering goods or services or exploiting information or material obtained on, through or in connection with the Website, whether or not for financial or any other form of compensation or through linking with another Website or web page;
- modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Website or the rights or use or enjoyment of the Website by any other User;
- impersonate any person or entity, or falsely state or otherwise represent your affiliation with a person or entity, transmit or otherwise make available on, through, or in connection with the Website false or misleading indications of origin, information or statements of fact;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Website;
- solicit passwords or personal identifying information for commercial or unlawful purposes from other Users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping,”, “phishing”, “database scraping,” or any other activity with the purposes of obtaining lists of Users or other information.
MSD reserves the right to investigate and take appropriate legal action against anyone who, in MSD’s sole discretion, violates, or is suspected of violating, this Section 6, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that we may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of MSD, its Users or any third parties.
7. COPYRIGHT INFRINGEMENT; DMCA
If you believe that the Website contains elements that infringe your copyrights in your work, please follow the procedures set forth below. If you are a copyright owner or an agent thereof and believe that any Content on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works on the Website;
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 us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, email address;
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;
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.
Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent: Moods Sound Design, 6635 W Happy Valley Rd. Suite A104-303, Glendale, AZ 85310. Email Address: email@example.com. For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to MSD by sending an email to firstname.lastname@example.org. You acknowledge and agree that if you fail to comply with all of the requirements set forth above in this Section 7, your DMCA notice may not be effective or valid.
If you believe your content that we removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to make such content available to MSD for use on the Website, you may send a counter-notice containing the following information to our Copyright Agent:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
- Your name, address, telephone number, and, if applicable, email address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
From time to time, you may choose to communicate with, interact with, or obtain goods and services of or from third parties such as our advertisers, sponsors, or promotional partners (collectively, the “Advertisers”) found on or through the Website or a linked Website. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).
9. THIRD PARTY LINKS
You agree to defend, indemnify and hold MSD, its successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, suppliers, vendors and operational service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), arising in any way out of or in connection with (a) your use of the Website, or (b) your breach or violation this Agreement. MSD reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such Claim.
11. DISCLAIMER, LIMITATIONS OF LIABILITY
YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE SERVICES IS TO STOP USING THE WEBSITE SERVICES. IN NO EVENT WILL MSD’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF ONE DOLLAR (U.S. $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR ONE ANNUAL SUBSCRIPTION AT THE LOWEST LEVEL OF SUBSCRIPTION SERVICES OFFERED.
You further understand and acknowledge the capacity of the Website is limited. Consequently, some transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that we assume no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions and you are hereby expressly advised not to rely upon the timeliness or performance of the Website for any transactions or use postings. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this agreement may not apply to you.
12. GOVERNING LAW
The validity, interpretation and legal effect of this agreement shall be governed by the laws of the state of Arizona applicable to contracts entered into and performed entirely within the state of Arizona. You agree that the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction over claims or disputes arising under or otherwise in connection with this agreement, and you hereby submit the jurisdiction of such courts. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.
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