We at Vinylmint Inc (“We”, “Us”) welcome you (“You”, “Your”) to www.vinylmint.com (the “Service”).
Your use of the Service constitutes your acceptance of the Terms. Consequently, if you do not agree with the Terms, or do not understand them, please do not use the Service.
From time to time, we may modify or amend the Terms. If we do so, we will post any such modifications or changes in the Service. If you continue to use the Service following such a posting, you accept any such change or modification.
We wish to remind you that you are solely responsible for any material or content that you post in the Service, regardless of the manner in which you post it. Similarly, your use of, or reliance on, any material or content posted in the Service is at your own risk.
We will not, under any circumstance, be liable in any way for any content, including, but not limited to, any errors or omissions in any material or content, or any loss or damage of any kind that you incur as a result of your use of, or your acting in reliance on, any material or content posted, e-mailed, transmitted, or otherwise made available in the Service.
We may, but have no obligation to:
- Monitor, or moderate any material or content posted in the Service;
- Remove any material or content from the Service; and
- Restrict access to any part of the Service at any time in our sole discretion and without advance notice.
Moreover, you understand and agree that the acquisition and offering of audio productions through a Sourcing Contest, as defined below, or directly commissioning them from Audio Producers, as defined below, are subject to additional terms, conditions, and restrictions.
We make various services available on this site including, but not limited to, a global digital music service provider, and delivering quality music and content to online licensees, services, buyers, worldwide. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and Internet access (including payment of all fees associated with such access).
Audio Producer: A user that produces audio content.
Audio Sourcing Platforms: The features of the Service which enable a Sourcing User to license or commission audio productions, including but not limited to Contests, Projects and Marketplace.
Content: Content transmitted to the Service by Audio Producer(s), including but not limited to sound recordings, compositions, sounds, samples, written text, graphics, photographs, images, videos, messages, Audio Producer name & likeness, and/or any other such materials.
License Grant: Sale or purchase of a license pertaining to an audio production commissioned using Vinylmint’s Audio Sourcing Platforms, in compliance with these Terms.
Marketplace: A section of the Service that enables a Sourcing User to license a non-winning Sourcing Contest entry audio production or other audio productions deemed eligible for licensing opportunities by us and/or the Vinylmint community.
Payments to User: The user’s share of payments arising out of Premium Services.
Premium Services: Paid services such as commissioning an audio production.
Project: The Projects feature allows Sourcing Users to collaborate directly with particular Audio Producer(s) on private audio sourcing Projects otherwise not open to the larger Vinylmint community.
Sourcing Contest: A section of the Service that enables Audio Producers to submit their audio productions to competition for prize monies and/or other prizes and which enables Sourcing Users to license Sourcing Contest-winning audio productions.
Sourcing User: A user that wishes to commission an audio production using the Audio Sourcing Platforms.
Support Services: Technical or other support for the Service and/or the users of the Service.
The territory covered by this Agreement is the world.
These Terms govern the use of the Service and by registering with the Service you accept the Terms.
IV. User Rights
Subject to these Terms, we grant you a non-exclusive, non-transferable and non-sub-licensable right to use the Service for your own personal/internal purposes and only as set forth in these Terms (“License”).
V. Prices and Payment
Registering to the Service is free, but use of the Service is priced according to the current price list available in the Service. You agree to pay any and all applicable charges for the use of the Service to us in accordance with the price list currently in force.
VI. Premium Services
Premium Services are available in the Service. By using the Service and selecting Premium Services that are offered to you for a fee according to the current price list, you agree to pay us the fees indicated for such services. Applicable fees will be charged from you and payments will become due upon purchasing a Premium Service, unless agreed otherwise in writing.
VII. PayPal & Payments
Unless agreed otherwise in writing, we only accept payments from Sourcing Users made through PayPal. Payments to users such as Sourcing Contest prizes will be paid only through PayPal in accordance with our payment policies in force from time to time. The user shall be responsible for paying any and all PayPal processing fees. The user is responsible for ensuring that he/she is a resident of a country where PayPal is available for sending and accepting payments (for more information please visit http:// www.paypal.com/worldwide). If the user is not able to receive money through PayPal and cannot create a PayPal account within the required timeframe noted below, the user is prohibited from using the Audio Sourcing Platforms because participating therein includes a possibility for Payments to Users. Audio Producers eligible for proceeds from the successful participation on the Audio Sourcing Platforms will forfeit his or her proceeds if the Audio Producer fails to create and immediately notify Vinylmint of his or her PayPal account details within thirty (30) days from the expiration of the Contest and/or the completion of the Project. Recipients of proceeds from the successful participation on the Audio Sourcing Platforms will receive payment via PayPal no sooner than the last day of the month following the month in which Sourcing User licensed Audio Producer’s audio production.
We offer a 100% satisfaction guarantee to Sourcing Users in the use of our Audio Sourcing Platforms listed below. Refunds may be requested by sending your contact information to email@example.com.
a) Sourcing Contests
In the event that a Sourcing User chooses not to select a winning entry from any of the audio productions submitted by the Audio Producer(s), the Sourcing User will be eligible for a refund of the Sourcing Contest prize, deposited prize commission, and any other fees that are not marked and/or stated non-refundable. Sourcing User must select a winner or request a refund of the deposited prize monies within thirty (30) days from the expiration of Sourcing User’s Sourcing Contest deadline. Failure to request a refund or select a winner within thirty (30) days from the expiration of the Sourcing Contest deadline will result in a forfeiture of deposited payments made by the Sourcing User.
In the event that Sourcing User’s collaboration does not result in a satisfactory audio production, the Sourcing User may, at no additional cost, establish another Project with a different Audio Producer within thirty (30) days from the original Project launch date, or request a refund of all refundable fees.
IX. Prices Subject to Change
All prices are subject to change with or without notice. If any charges are not received from you by the due date, then such charges accrue late interest at the maximum rate permitted by law. If any amount owed by you to us under these Terms for our services is thirty (30) or more days overdue, we may suspend our services to you until you have paid such amounts in full.
X. Responsibility for User Content and Intellectual Property
a) User Content
You acknowledge and agree that all Content whether publicly posted or privately transmitted to the Service is at the sole responsibility of the Audio Producer(s) from whom such Content originated, and that the Audio Producer(s) is solely responsible for any Content uploaded, posted, transmitted, stored or otherwise made available through Audio Producer(s)’s use of the Service. We disclaim any responsibility for the backup and/or retention of any Content transmitted to the Service. If you transmit Content to the Service, you understand and agree that such Content may be reproduced, distributed, publicly performed and publicly displayed on the Service for the purpose of providing the Service.
b) Intellectual Property
These Terms confer only the right to use the Service, while these Terms and the specified license(s) are in effect and they do not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property. Any services provided to you under these Terms, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to us. For avoidance of any doubt, the foregoing shall not be construed in any way to restrict any user rights in Content.
(ii) Vinylmint Contests & Vinylmint Projects
The purpose of the Contests section is to enable Sourcing Users to license audio productions, which Audio Producers create in competition for prize monies and/or other prizes. The Projects section enables Sourcing Users to collaborate directly with a particular Audio Producer(s) on private audio sourcing Projects not open to the larger Vinylmint community. For both Contests and Projects, the Audio Producer may submit his or her audio production to the Contest and/or Project held by Sourcing User in guidance of Sourcing User’s design brief and/or any other material directing the Audio Producer’s production efforts. Sourcing User’s design brief, and/or any other additional comment and instruction to Audio Producer will not result in a joint work, nor will Sourcing User acquire any right, title or interest in the submitted audio production by virtue of collaborating with Audio Producer. The Audio Producer acknowledges and agrees that a license to be granted to the Sourcing User to use the submitted audio production shall be subject to additional terms and conditions based on the applicable licensing or buy-out terms, as well as subject to these Terms. The Sourcing User acknowledges and agrees that a license to use the submitted audio production granted from the Audio Producer shall be subject to additional terms and conditions based on the applicable licensing or buy-out terms, as well as subject to these Terms.
(iii) Copyright Infringement
We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Service that in your good faith belief may infringe someone’s copyright, you may notify us by e-mailing us at firstname.lastname@example.org with “Copyright” in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:
(1) The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works – you may provide a representative list of the copyrighted works that you claim have been infringed;
(2) A sufficiently detailed description of the content on the Service that you claim infringes the copyrighted work;
(3) Your contact information, including your full name, mailing address, telephone number, and email address, if available;
(4) A statement that you believe in good faith that the use of the allegedly infringing content on the Service is not authorized by the copyright owner, its agent, or the law; and
(5) This statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed”; and
(6) A physical or electronic signature of the copyright holder or a person authorized to act on their behalf.
Moreover, if you believe your work was erroneously removed due to an incorrect claim of copyright ownership, you may provide us a written counter notice. When we receive your counter notice, we may in, our discretion, reinstate the material in question in not less than 10 nor more than 14 days after we receive the counter notice unless we first receive notice from the original complaining party who filed the infringement notice that they have filed a legal action to restrain the allegedly infringing activity. To provide a counter notice to us, you may email us at email@example.com. Please note that if you provide a counter notice, in accordance with the terms of the DMCA, the counter notice will be given to the original complaining party that filed the infringement notice. To be effective, a counter notice must contain substantially all of the following information:
1. Identification of the material that has been removed or to which access has been disabled in the Service and the location at which the material appeared before it was removed or access to it was disabled:
2. Your name, address, telephone number and, if available, email address:
3. Include both of the following statements in the body of the Notice:
“I hereby state under penalty of perjury that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.”
“I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which Vinylmint LLC. may be found, and I will accept service of process from the complaining party who notified Vinylmint LLC. of the alleged infringement or an agent of such person.”
4. Provide your full legal name and your electronic or physical signature.
XI. Maintenance and Support
We are not obligated to provide any Support Services. However, if we choose to provide any Support Services to you, your use of such Support Services will be governed by our policies then in force. With respect to any technical or other information you provide to us in connection with the Service or any Support Services, you agree that we have an unrestricted right to use such information for our business purposes, including (without being limited to) for product support and development. We will not use such information in a form that personally identifies you.
XII. Privacy and Security
Respect the privacy of other users;
Not engage in unauthorized collection of users’ content or information, and/ or not otherwise access the Service by automated means (including, but not limited to, so-called bots or scrapers) without an authorization from us;
Not reveal any personal data related to another individual, including, but not limited to, a person’s address, phone number, e-mail address, credit card number or any information that may otherwise be used to track, contact or impersonate another individual;
Not utilize a username that is the name of another person and intending to impersonate that person; and
Not provide any false personal data to us or create any user account for anyone other than yourself without such person’s permission.
In addition, you agree that your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information, that:
a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. impersonates any person or entity, including any of our employees or representatives.
In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else’s use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
XIII. Independent Contractors
You understand and agree that, where the Sourcing User either holds a Sourcing Contest for Audio Producer(s) or commissions an audio production from certain Audio Producer(s) directly, both the Sourcing User’s and Audio Producer(s)’s relationship is that of independent contractors. Our role is strictly limited to that of being a service provider making the platform and the associated Service available to our users. Nothing in these Terms may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between you and the Service.
You shall be responsible for the collection and/or payment of any and all VAT, sales tax or other taxes which, if applicable from time to time, may be levied (in accordance with the laws that apply in your country of residence) in respect of your use of the Service and/or your License Grant, and which License Grant shall be subject to additional terms, conditions and restrictions of the associated Sourcing Contest Rules or other such terms applicable to commissioning an audio production through the Service. You also acknowledge and agree that we are not responsible for withholding, collecting, reporting or paying any such taxes in respect to such License Grant.
(i) The Service is Available “AS-IS”
Your access to and use of the Service is at your own risk. You understand and agree that the Service is provided to you on an “AS IS” and “AS AVAILABLE” basis.
Without limiting the foregoing, OUR AFFILIATES AND WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service. Moreover, you agree that we do not have responsibility or liability for the deletion of, or the failure to store or to transmit, any material or content and other communications maintained in the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Service or our representatives, will create any warranty not expressly made herein.
You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties.
(ii) Links to Third Party Websites
The Service may contain links to websites owned and/or operated by third parties. Such links are provided for informational purposes only. We are not responsible for any such third party websites and do not have control over any materials or content made available therein. Our inclusion of a link to a third party website in the Service does not in any way imply our endorsement, advertising, or promotion of such websites or any materials or content made available therein. By accessing a third- party website you accept that we do not exercise any control over such websites or their content. We have no responsibility of the content of any third-party website. We encourage you to familiarize yourself with the terms of service applicable to any third-party website you may access.
(iii) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS; ACCRUED BUT WASTED EXPENDITURE; COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF ANY MATERIAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold us harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms.
(v) Waiver and Severability
Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.
(vi) Governing Law and Resolution of Disputes
The laws of Virginia, without regard to or application of its conflict of law provisions, through the American Arbitration Association, will govern these Terms and any claim, cause of action or dispute arising out of or relating to these Terms will be brought solely in the arbitration venues of Norfolk, Virginia. You hereby consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
You hereby warrant and represent that you has/have the right to enter into this agreement and to grant to Us all of the rights granted herein, and that the exercise by Us of any and all of the rights granted to Us in this agreement will not violate or infringe upon any common law or statutory rights of any person, firm or corporation, including, without limitation, contractual rights, copyrights and rights of privacy. All elements within the submitted content are either original with You, or are fully cleared by You. No content shall, in whole or in part, be an imitation or copy of, or infringe upon, any other material, or violate or infringe upon any common law or statutory rights of any person, firm or corporation, including, without limitation, musical samples, contractual rights, copyrights and rights of privacy. You further represent and warrant that the rights granted herein are free and clear of any claims, demands, liens or encumbrances from any other party or musician or Guild, and that You own and control all Master and Composition rights, together with co-writers, to the works and performances contained in any submissions, and that such use authorized herein will not give rise to any claims of infringement, invasion of privacy or publicity or claims for payment of re-use fees or residuals (any and all third party payments shall be Your responsibility).
The Service is operated and provided by Vinylmint, LLC. If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
XVII. Term and Termination
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Vinylmint, Attn: Admin, 259 Granby Street, Suite 250, Norfolk, Virginia 23510. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
XIX. Entire Agreement
Vinylmint may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Vinylmint. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Vinylmint. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
You acknowledge and agree that You have been represented by independent legal counsel or have had the opportunity to be represented by independent legal counsel of Your own choice for purposes of advising You in connection with the negotiation, preparation and execution of this Agreement.