Terms & Conditions
WELCOME TO OUR WEBSITE. PLEASE READ THESE TERMS AND CONDITIONS OF USE IN THEIR ENTIRETY BEFORE YOU CONTINUE TO USE THIS WEBSITE AS THESE TERMS AND CONDITIONS DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES.
BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE AND YOU REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ACCEPT THESE TERMS AND CONDITIONS OF USE. IF YOU ARE USING THE WEBSITE ON BEHALF OF ANY ENTITY, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS AND CONDITIONS OF USE ON SUCH ENTITY’S BEHALF, AND THAT SUCH ENTITY AGREES TO INDEMNIFY DISTINCTIVE PROMO FOR VIOLATIONS OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE, YOU MUST DISCONTINUE USING THIS WEBSITE IMMEDIATELY.
1. SCOPE OF THESE TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use ("Terms") apply to your use of this website ("Site"), owned and operated by Distinctive Promo ("Company"). These Terms do not apply to your use of unaffiliated websites of any other companies, organizations or individuals or to which this Site links ("Other Sites").
2. ACCEPTANCE OF THESE TERMS
By using this Site, you hereby agree (and will be deemed to have agreed) to be bound to these Terms. These Terms regarding your use of this Site constitute a legally binding agreement between you and Company. Company, its subsidiaries, members, agents, business affiliates and suppliers ("we" "us" or "our") make the information and services provided on this Site available to you, conditioned on your acceptance of these Terms. If you choose not to accept these Terms at any time, please discontinue use of this Site immediately.
We reserve the right to modify these Terms at any time. You should check these Terms periodically for changes. Such changes shall become immediately effective upon the posting thereof. By using this Site, you agree to accept all changes to our Terms, whether or not you have reviewed them.
4. AGE AND RESIDENCY REQUIREMENTS
This Site is offered and made available only to users eighteen (18) years of age or older. If you are not yet eighteen (18) years of age and/or do not meet any other eligibility requirements, please discontinue using this Site immediately. By using or attempting to use this Site, you certify that you are at least eighteen (18) years of age and meet any other eligibility and residency requirements of this Site.
5. PASSWORDS AND ACCOUNT SECURITY
In consideration of your use of this Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on this Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify Company immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company. You are responsible for safeguarding the password that you use to access this Site and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, number and symbols) with your account. Company will not be liable for any loss or damage arising from your failure to comply with these requirements.
6. DISCLAIMER REGARDING LINKS
7. PROPRIETARY INFORMATION
This Site is owned and operated by Company. All of the information and services featured or displayed on this Site, including, but not limited to, text, graphics, data, photographs, images, moving images, musical compositions, sound, recordings, illustrations and software, as well as the underlying code which creates this Site, (collectively, the "Content"), is owned by Company, or its licensors, clients and content providers. All elements of this Site, including, but not limited to, the general design and the Content, are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property rights.
8. TRADEMARKS AND TRADE NAMES
All trademarks, service marks, logos, slogans, graphics, domain names, meta tags, trade dress, and trade names applicable to Company’s business, operations, facilities, products and services (collectively, "Company’s Intellectual Property") are owned exclusively by Company. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and or trade dress of Company and may not be copied, imitated or used, in whole or in part, without prior written permission. Company’s Intellectual Property may not be used in connection with any product or service that is not Company’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company. All other trademarks, service marks, logos, graphics, product names and company names not owned by Company that appear on this Site are the property of their respective owners. Any unauthorized use of Company’s Intellectual Property, without proper license agreements with Company, is strictly prohibited. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Except as explicitly permitted under these Terms or a written agreement with Company or one of its subsidiaries, no portion or element of this Site or its Content may be copied or retransmitted via any means. This Site, its Content and all related rights will remain the exclusive property of Company or its licensors unless otherwise expressly agreed in writing. Company’s rights, all Content, information, products, services, and software contained on or used in this Site is copyrighted, all rights reserved, and the ownership of the copyrights herein shall at all times remain vested in Company, unless otherwise noted. The Content on this Site or controlled by content suppliers are to be used only for providing information regarding Company, its clients, or its licensors, to persons who visit this Site and is provided solely for your personal, non-commercial use, unless otherwise agreed to in a separate written agreement by Company and you. You have no right to use Company’s name or any of Company’s trademarks, logos, domain names, or other distinctive brand features. Any other use of the Content and software on this Site, including the reproduction, modification, distribution, transmission, republication, display or performance of such Content and software, without proper license agreements with Company, is strictly prohibited.
A. This Site provides a platform for the discovery and promotion of sound recordings ("Sound Recordings") and the sharing of information and communication with other users in an effort to market and promote Sound Recordings which you upload in order to compile feedback. You must have permission to upload all of your Sound Recordings and make them available throughout the world, without restriction, or you must have obtained written permission from the relevant rightsholder(s). You must only upload Sound Recordings that you are authorized to allow Company to publicly stream ("Perform"), because you own or control the public performing rights.
B. By uploading your Sound Recordings, you hereby grant to Company a non-exclusive, irrevocable and perpetual license throughout the world, including the right to sublicense for all purposes related to the Site's service, to prepare, copy, record, reproduce, distribute, transmit, and otherwise use all or any portion of your Sound Recordings in connection with our promotional distribution of the Sound Recordings as digital files or otherwise throughout our music promotion network, including but not limited to: College Radio, DJ's, Record Pools, Billboard Reporters, Mixshows, Program Directors and/or Music Directors.
C. Company shall have the right, at Company’s sole discretion, to distribute, not distribute, or refuse any Sound Recordings. In the event Company elects or shall need any documents to the use of any uploaded Sound Recordings, you agree to execute any and all documents and take any other actions Company may request including, but not limited to, provision of proof, to our satisfaction, that you have all necessary rights and approvals of the uploaded Sound Recordings.
D. Company makes no representations or warranties with respect to any of the feedback on your Sound Recordings that we may provide, and Company specifically disclaims responsibility or liability for any such feedback. You hereby release and forever discharge Company from any and all claims with respect to any of the feedback on your Sound Recordings and you shall indemnify and hold harmless Company from any and all claims brought by other individuals or entities claiming rights through you with respect to any of the feedback on your uploaded Sound Recordings.
The fee requested for any transaction may be paid through PayPal (www.paypal.com) and/or Credit Cards. The cost for the services offered by PayPal or by Credit Cards will be charged totally to you. Company will not be responsible regarding the use of the service offered by third parties (e.g. PayPal and Credit Cards). The Credit Card payments over the Site are combined with the services of a secure Payment Processor or Gateway. The Payment Gateway provider assumes the risk and responsibility of securely passing the payment account information from the web portal to the Merchant Bank provider. The services offered by Company are not to be used by any persons under the age of eighteen (18) in absence of the supervision and consent of a parent or legal guardian.
12. RULES OF CONDUCT
In connection with your use of this Site, 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 (including, without limitation, copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of this Site. Your violation of any of the below prohibitions automatically terminates your right to use this Site and you are on notice that we intend to pursue our legal remedies for any violation.
13. CONTENT USE PROHIBITIONS
Any unauthorized use of the Content included on this Site is prohibited by law and may result in civil and criminal penalties. Unless permitted, you may not:
A. Modify, copy, distribute, reproduce, license, create derivative works from, transfer, or sell any Content (including, without limitation, any text, graphics, logos, buttons icons, images, audio clips, products, services or software) obtained from this Site without the express, written consent or License from Company;
B. Frame, or use any framing technique to enclose any trademark, logo, or other proprietary information (including, but not limited to, images, text, flash movie, page layout, or form) of Company without the express, written consent of Company;
C. Register, subscribe, unsubscribe, or attempt to register, subscribe, or unsubscribe any party from any Company product or service if you are not expressly authorized by such party to do so;
D. Sublicense, re-license, rent or lease any Sound Recordings;
E. Copy or publish any Sound Recordings to Other Sites;
F. Otherwise distribute or allow any Sound Recordings to be distributed to or used by anyone other than the authorized users, without prior written consent from Company;
G. Use, allow, or enable others to use this Site, or knowingly condone use of this Site by others, in any manner that is, attempts to, or is likely to be libelous, defamatory, indecent, in connection with any form of pornography, fraudulent, infringing, or otherwise illegal, or which may or may appear to impersonate anyone else;
H. Use, allow, or enable others to use this Site, or knowingly condone use of this Site by others, in any manner that is, attempts to, or is likely to affect us adversely or reflect negatively on us, this Site, our goodwill, name or reputation, cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of this Site, or from advertising, linking or becoming a supplier to us in connection with this Site;
I. Use any data mining, robots or similar data gathering or extraction methods;
J. Gain unauthorized access to this Site, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to this Site or to use this Site in any manner which violates or is inconsistent with these Terms;
K. Transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
L. Use meta tags or any other "hidden text" which utilize Company or any other derivative of our domain, Company name or registered trademarks without the express written consent of Company;
M. Ship, transfer or export any of the Sound Recordings into any country or use any of the Sound Recordings in any manner prohibited by any export laws, restrictions or regulations; or
N. Use the Site or the Content other than for its intended purpose. Such unauthorized use may also include violation of applicable law, including, without limitation, copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy and the transmission of technical data exported from the U.S. or country in which you reside. In no event shall this Site or Company have or be construed to have any responsibility or liability for or in connection with any of the above content use prohibitions (collectively, the "Prohibited Uses") of the Sound Recordings whatsoever; however, if we determine, in our sole discretion and judgment that any use does or may violate any of these Terms, we reserve the right, at any time and without limiting any and all other right we may have pursuant to these Terms, at law or in equity, to: (a) refuse to allow you to download the Sound Recordings; (b) revoke your right to use this Site; (c) and/or use any technological, legal, operational or other means available to use to enforce these Terms, including, without limitation, blocking specific IP addresses.
14. INTELLECTUAL PROPERTY INFRINGEMENT NOTICE POLICY
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Company’s agent for notice of claims of copyright or other intellectual property infringement ("Copyright Agent"), at contact us. Please provide Company with the following notice: (a) identify the material on this Site that you claim is infringing, with enough detail so that we may locate it on this Site; (b) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (c) a statement by you declaring under penalty of perjury that (i) the above information in your notice is accurate, and (ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; (d) your address, telephone number, and email address; and (e) your physical or electronic signature. Company will remove the infringing material(s), subject to your strict adherence to the notice procedures outlined herein and in the Digital Millennium Copyright Act (DMCA). In accordance with the DMCA and other applicable laws, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, account holders who infringe the intellectual property rights of Company or any third party.
Company respects your rights to privacy and utilizes the following practices in regards to any information we are provided or obtain about users of this Site.
Company 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.
A. Personally Identifiable Information
In order to fulfill transactions or provide service to you as a customer of Company, 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 Company, you are agreeing to allow us to utilize this information to complete all transactions you request through this Site and to disclose that information and details of all such transactions to Company, 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 Company.
If you have provided us your email address, Company periodically sends promotional emails to its subscribers about services offered by Company and its partners. If you do not wish to receive email information from Company or its partners, please let us know by emailing us at contact us.
A. Company uses reasonable efforts to ensure the accuracy, correctness and reliability of the content, but we make no representations or warranties as to the content’s accuracy, correctness or reliability. This Site and its content are provided "as is" and company excludes to the fullest extent permitted by applicable law any warranty, express or implied, including, without limitation, any implied warranties of title, non-infringement, merchantability, satisfactory quality or fitness for a particular purpose. Furthermore, content types (including, but not limited to, genres, sub-genres, categories and sub-categories) and descriptions are provided for convenience, and you acknowledge and agree that company does not guarantee their accuracy.
B. The functions embodied on, or in the materials of, this Site are not warranted to be uninterrupted or without error. You assume the entire cost of all necessary servicing, repair or correction due to your use of this Site. Company makes no warranty as to the accuracy, completeness or reliability of any content, information, products, services or materials made available on or through this Site.
C. You expressly agree that your use of this Site is at your sole risk. Company neither endorses nor is responsible for the accuracy, completeness or reliability of any opinion, advice, statement, information or other content made available on or through this Site, nor will it be liable under any circumstances for any loss or damage caused by your reliance on any content, information, products, services or materials obtained on or through this Site.
D. Except as specifically stated in these Terms, or elsewhere on this Site, or as otherwise required by applicable law, neither Company nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental or punitive damages) arising out of your use of, your inability to use, or the performance of this Site or the Content, whether or not we have been advised of the possibility of such damages.
E. Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS PARENT COMPANY, SUBSIDIARIES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THIS SITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THIS SITE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THIS SITE.
A. New York Law
You agree that: (i) Company’s Site shall be deemed solely based in New York, New York; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than New York, New York. These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Company that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in the city, county and State of New York. These Terms, together with any other legal notices published by Company or the Service, shall constitute the entire agreement between you and Company concerning the Site. If any provision of hereof is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect. No waiver of any term hereof shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision hereunder shall not constitute a waiver of such right or provision. Company reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review for any changes. Your use of the Site following any amendment of these Terms will signify your assent to and acceptance of its revised terms. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OR THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
B. Changes to this Site
i. Company retains title and ownership of this Site and may make changes or improvements to the Content, information, services, products or other materials on this Site at any time without notice.
i. You agree to defend, indemnify and hold harmless Company, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your breach or alleged breach of the Terms of this Site, or of any representation or warranty contained herein, your unauthorized use of the Content, or your violation of any rights of another.
D. Waiver or Amendment
i. No action of Company, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms.
E. Entire Agreement
i. If any of these Terms are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions. These Terms constitute the entire agreement between you and Company governing your access to, dealings with, and use of this Site. Any failure by Company to assert any rights it may have under this agreement does not constitute a waiver of Company’s right to assert the same or any other right at any other time or against any other person or entity. This Agreement may be modified only by Company’s posting of changes to these Terms.
i. Notwithstanding any of these Terms of this Site, Company reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.
These Terms set out the entire agreement between Company and you relating to your use of this Site.