Thank you for your interest in
seeking our expertise and advice regarding your musical content, including with
respect to musical compositions, recordings, video performances, and/or image
related materials (collectively "Your Content") through our website
("Site"). To be eligible for
our consideration and review of Your Content, you must fulfill all of the
following requirements:
A. You must be at least eighteen (18) years of age or you must possess legal parental or guardian consent, and are fully able and
competent to enter into the terms, conditions, obligations, affirmations,
representations, and warranties set forth in this Agreement. In any event you
must not be under the age of thirteen (13).
B. You must provide us with Your Content in a format or
formats set forth in the requirements applicable to the category or categories
that you elect for submission and review (herein each an "Evaluation
Category").
C. You must own or control the rights to each item of Your
Content or have the permission to submit Your Content to us under each and
every Evaluation Category.
D. You must pay the fees applicable to each Evaluation
Category in accordance with the policies applicable thereto which are contained
herein or otherwise available in those areas of the Site where payment
information is provided.
E. You must give us your correct contact information so we can
provide you with our evaluations and any notices hereunder (or in the case of a
group, you must give us the contact information of an individual who is
authorized to submit Your Content on behalf of your group). For the purposes of
entering into the Agreement below, only one individual shall become a party to
the Agreement.
F. You must read this Agreement carefully and, where indicated
below, click on the "I AGREE" button if you agree with the terms and
conditions of this Agreement. If you do not agree then simply click on the "NO
THANKS" button and continue on to the rest of the site to check out our
latest features. Note that we may modify this Agreement from time to time as
further described below. The "Effective Date" of this Agreement is
the date on which you click on the "I AGREE" button.
This
Agreement sets forth the legal relationship between you and us Music Pros
–Hollywood LLC. located at 2934 Beverly Glen Cir. Ste. 712, Bel Air, CA. 90077
in respect of the following:
1. Submission
and Evaluation. You are submitting
to us each item of Your Content for our use in connection with our provision of
services including, without limitation, our provision of advice, opinions,
statements, suggestions, comments, critiques and reviews ("Our
Evaluations"), pursuant to and in accordance with the terms applicable to
each Evaluation Category and as otherwise provided herein. We may refuse or decline to accept any item
of Your Content for any reason.
2. Other
Limited Uses of Your Content on Site. We may elect, in our sole discretion, to display on the Site or
otherwise allow users of the Site to access to Your Content, in whole or in
part for the purposes of, for example, displaying Your Content to describe or
detail the nature of the services we provide to users on the Site or to
"showcase" certain users on the Site for promotional purposes. In
that connection, you hereby grant us a non-exclusive worldwide, royalty-free,
sublicenseable and transferable license to use, reproduce, distribute, modify,
display, and perform the Your Content in whole or in part, in or in connection
with the Site as provided herein. For
the avoidance of doubt, Your Content shall only be available in streaming media
formats to users of the Site and we shall not offer for sale or otherwise
distribute Your Content as permanent downloads, unless expressly authorized by
you. Your grant of rights hereunder
shall in no way be construed as an obligation of us to display or otherwise use
any item of Your Content on the Site. The
foregoing license granted by you may be terminated by you at any time upon our
receipt of written notice sent via email to admin@musicproshollywood.com. We will remove Your Content as soon as
reasonably practicable following our receipt of such notice.
3. Ownership
of Your Content. For the avoidance
of doubt, and subject to our rights hereunder, as between you and us, you shall
retain all the rights to each item of Your Content that you submit to us
hereunder.
4. No
Compensation. You acknowledge and
agree that with respect to your submitting to us Your Content for our review
and other permitted uses hereunder, we have no intent to compensate you in any
way and that you have no expectation of any compensation.
5. No
Return of Copies. We are not able to
return to you any copies of Your Content submitted by you and you agree that
you have and shall at all times retain at least one copy of each item of Your
Content and do hereby release us from any and all liability for loss or other
damage to any copies of Your Content.
6. Fees
and Payments. As a condition to our
provision of services to you, you shall pay all fees and charges incurred
through your account at the rates in effect for the billing period in which
such fees and charges are incurred. All
fees and charges shall be billed to and paid for by you in accordance with any
then-current payment policies. You shall pay all applicable taxes, if any,
relating to our provision of services through your account. A schedule of all such current fees, charges,
and/or payment policies is available by clicking here. We reserve the right at any time to modify or change such fees or to charge additional
fees for our services, provided that we agree to obtain your prior agreement to
pay such charges in the event that any such changes occur after you have placed
an order but prior to our provision of services. Thus, in such event, we will
give you advance notice of such change of fees and the opportunity to cancel
your account pursuant to applicable policies, if any, before such charges are
imposed. All new fees, if any, will be posted here. and in other appropriate locations on the Site.
7. Similar
or Identical Material. You
acknowledge that we have and will be receiving a large amount of submitted
material. You further acknowledge that
we have had, and will have access to and/or may independently create, or may
have created, materials that are similar and/or identical to Your Content
submitted to us hereunder in whole or in part. Accordingly, you hereby expressly agree that you shall not be entitled
to any compensation by reason of any use by us of such similar or identical
materials and you further agree to waive and release us from any and all
claims, liabilities, damages, costs and expenses that you may allege against us
and our successors, assigns, agents, managers, affiliates and licensees by
reason of us having access to Your Content and such similar or identical
materials.
8. Warranty
Disclaimer and Limitation of Liability. You acknowledge and agree that Our Evaluations are provided to you for
informational purposes only and further for your personal use only. In that connection, we do not make any
guarantee as to the accuracy or completeness of Our Evaluations nor do we
promise that you will obtain any specific result if you follow any information
contained in Our Evaluations. As such,
we accept no liability for the information contained in Our Evaluations, or for
the consequences of any actions taken on the basis of the information provided
therein.
9. Warranties
and Representations. You hereby
represent and warrant that: (i) you own or have the necessary licenses, rights,
consents, and permissions to authorize the submission of Your Content to us and
to authorize our use of Your Content as permitted hereunder; (ii) you are under
no disability, restriction, prohibition, whether contractual or otherwise, with
respect to your right to enter into and fully perform this Agreement; (iii) all
material contained in each item of Your Content does not infringe upon the
rights of any third parties.
10. Indemnification. You agree to indemnify and hold us and our
successors, assigns, agents, managers, affiliates and licensees harmless
against any claim, liability, cost and expense (including reasonable attorneys’
fees and legal costs) in connection with any claim that is inconsistent with
any agreement, covenant, representation or warranty made by you hereunder. We
shall provide you with notice of any such claim to which the foregoing
indemnity applies, and you shall have the right, at your sole expense, to
appoint appropriate lawyers to participate in the defense thereof, provided,
that at all times our counsel shall administer our defense.
11. Right to
Assign. We shall have the right, at
our election, to assign any of our rights or obligations hereunder, in whole or
in part, to any successors, assigns, parents, affiliates, subsidiaries or other
related entities and, to the extent of such assignment, we shall thereafter be
relieved of our obligations hereunder.
12. Notices. Unless otherwise provided herein, all notices
to be given by either party hereunder shall be in writing and shall be
delivered by hand or by United States certified mail, postage prepaid, return
receipt requested, to the address of each party as provided hereunder until
notice of a new address shall be duly given, except that notices to be given to
us shall include a copy to Milton E. Olin, Jr., Esq., Altschul & Olin, LLP,
16133 Ventura Blvd., Suite 1270, Encino, CA 91436.
13. Legal
Counsel. You acknowledge that you
have read and understand this Agreement and that you have had sufficient time
and reasonable opportunity to consult with independent legal counsel prior to
the execution of this Agreement or that you have waived your option to seek
such legal consultation and that this Agreement is executed voluntarily and
without duress or any undue influence on the part of any other person, firm or
entity.
14. Modification
& Termination. We reserve the
right, in our sole discretion, to change, modify, add or remove all or part of
this Agreement. Notice of any amendments
and/or modifications shall be sent to you by email prior to their effective
date. In the event that you do not
consent to any such amendments and/or modifications, then you shall have the
right cancel your account, pursuant to the applicable policies, if any. We shall have the right to terminate this
Agreement (and cancel your account) for any reason, including, without limitation,
your failure to fulfill any of the requirements of this Agreement.
15. Miscellaneous. Nothing herein contained shall constitute a
partnership or a joint venture between you and us and neither party shall hold
itself out contrary to the terms of this paragraph. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of
California applicable to agreements entered
into and wholly performed in said State without regard to any conflict of laws principles.