Last Updated: July 1, 2010
TERMS OF USE
This website (“Site”) is the property of Vanacore Music, Inc. (“Company”). Please read these terms and conditions (“Terms”) before using this Site. Pursuant to these Terms, Company offers any and all potential user-subscribers ("Subscriber(s)," "you" or "your," as applicable) the opportunity to access Company's proprietary website at www.vanacoremusic.com ("Site"), where audio previews of musical compositions and other sound recordings ("Music") are available for the sole business purpose of providing Subscribers the opportunity to audition Music for possible licensing for commercial use in connection with "sight and sound," audiovisual or sound-only devices ("Audition" or "Auditioning"), including, without limitation, television and radio commercials and television and motion picture soundtracks. Individuals must be 18 years of age or older to use this Site and you warrant that you are 18 years of age or older. To use this Site you must be legally able to make binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to any other person or entity otherwise restricted under applicable law, regulation, treaty or convention. If you do not qualify, please do not use the Site. Company reserves the right to change any of the terms and conditions contained in the Terms or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the "last updated" date at the top of the Terms. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Terms whenever you visit the Site.
Terms
These Terms govern your use of Company's technology and the use of the content available at its Site. By accessing and using the Site, you and those persons you know or reasonably should know are using the Site through your facilities, unconditionally agree to be bound by these Terms and all policies therein. If you do not agree to these Terms, or if you do not obtain the agreement of persons that you know or reasonably should know have access to the Site through your facilities, do not access or use the Site. Company may impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty. A Subscriber may not sublicense, assign or transfer its Subscriber account or right to access the Site, and any attempt at such sublicense, assignment or transfer is void from its inception. Upon acceptance by you of the Terms, as they may exist from time to time, you shall be granted a non-exclusive, non-transferable and a limited right to access and use the Site and the materials thereon provided you continue to comply with our Terms. You also agree to the privacy policies of the Site (the "Privacy Policy"), which are made a part of the Terms. In addition to any other rights, Company may in its sole and absolute discretion and without further notice to you, terminate the right of any Subscriber or user to use in any manner or participate in any way on the Site.
Privacy Policy
Company protects the privacy of its Subscribers in accordance with our Privacy Policy. For more information regarding Company’s Privacy Policy, please visit our privacy page.
Music Auditions
After registering as a Subscriber, you will have the ability to audition Company's Music through mp3 files encoded at 320-kilobits. Your sole and only right is to Audition Music for the business purpose stated herein. You understand and agree that no synchronization licenses, master use licenses, public performance licenses or any other rights or licenses are granted or implied by your use of the Site. Download access will not be given until you sign a licensing agreement with Company. At that time, Company will administratively "turn on" the access to its downloads based on your subscription through Company's content management system. You will be able to download files in either AIF (48k), BWAV (48k) or MP3 (48k, 320kbps) once you are approved for access. The presence of Music or other sound recordings on this Site does not alter U.S. copyright laws. Licenses for broadcast, synchronization or any other commercial uses may only be granted by Company. ANY REQUESTS FOR MASTER USE, SYNCHRONIZATION OR ANY OTHER LICENSES SHOULD BE DIRECTED TO: Vanacore Music, Inc., 27734 Avenue Scott, Suite 180, Valencia, CA 91355. After you have entered into a license with Company for a particular piece of Music, you will receive instructions from Company for downloading a high resolution copy of the Music.
Registration
As part of the registration process, you shall identify yourself, the name of your company (i.e., advertising agency, brand), your company title, e-mail address, telephone number, etc., and you will select a password and Subscriber name. You must provide Company with accurate, complete, and updated registration information and a failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. A Subscriber may not (i) select or use a screen name of another person or Subscriber with the intent to impersonate that person or Subscriber; (ii) use a screen name and password of a Subscriber without authorization; or (iii) use a screen name that Company, at its sole discretion, deems offensive. Subscriber shall be obligated to confirm registration through e-mail or such other method selected by Company. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's screen name and password to protect Company from unauthorized uses of the Site.
Non-Interference
You agree that you will not in any way interfere with the operation of the Site. Without limiting the generality of the foregoing, you agree not to interfere by way of spamming, hacking, up-loading any viruses or time-bombs or in any other fashion interfere with any transaction made through the Site, the operation of the Site by us or the availability of the Site to any individual who wishes to access any part of the Site. You may not take any action that imposes an unreasonable or disproportionately large load on our or the Site's infrastructure. In the event of any such interference or perceived interference, as we may determine in our sole discretion, we shall have the right to terminate your right to use the Site and to use all legal actions available to us against you. Company reserves the right to electronically monitor areas of the Site and may disclose any content, records, or electronic communication of any kind: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect the rights or property of Company or its third-party partners, sponsors or advertisers, service providers, licensors or any other user of the Site.
Copyright and License
The content within this Site, including, without limitation, the design, source code, software, text, typefaces, graphics, sounds, Music files, images, photographs, video and audio files, other files, and data (collectively, the “Content”), and the selection, arrangement, structure, coordination, and “look and feel” thereof, are owned, controlled or licensed by Company or its affiliates and copyrighted by Company or its affiliates under the U.S. copyright laws, ALL RIGHTS RESERVED Copyright © 2010 Vanacore Music, Inc. and/or its affiliates or licensors. All Content on the Site is protected by copyrights, trademarks or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. Company or its affiliates own a copyright in the selection, coordination, arrangement, and enhancement of such Content. Company may, at its sole discretion, in writing, grant authorized Subscribers a license to the Content as warranted. Except as explicitly provided in a separate written license agreement between you and Company, you may not use, exploit, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. Any and all licenses for material must be made directly with Company in writing. Without limiting the foregoing, Subscribers are not conveyed any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Company or any third party. You shall promptly notify Company in writing upon your discovery of any unauthorized use or infringement of the Music or any patent, copyright, trade secret, trademarks or other intellectual property rights of Company or affiliates or licensors. All intellectual property available on the Site, including Music, is protected by the U.S. copyright laws and through international treaties. Company expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s). Any fraudulent, unauthorized or illegal activity, including but not limited to the unauthorized use of any Music for any purpose other than Auditions, is grounds for immediate termination of Subscriber's account, at Company's sole discretion, and Subscriber may be referred to appropriate law enforcement agencies. 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. Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that Company does not guarantee their accuracy. Company explicitly disclaims any responsibility for the content or availability of information contained in the search index or directory. Company also disclaims any responsibility for the completeness or accuracy of any directory or search result.
Trademarks and Service Marks
All Company names, product names, trademarks, slogans and logos on this Site are either trademarks, service marks, or registered trademarks of Company or its affiliates or suppliers and licensors and are the property of Company and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder. Unauthorized use, whether or not such use is tied to any commercial endeavors, is strictly prohibited. You may not use any meta tags or any other “hidden text” utilizing Company or any other name, trademark, or product or service name of Company without our prior written permission. 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 our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners. 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.
Accounts
Subscribers will not engage in any activity or conduct that utilizes the unauthorized use, or impersonation, of another registered Subscriber’s identity, name, or account; however, Company is not responsible for screening for any such conduct. Company is not liable for any losses of any kind, including without limitation, consequential or special damages, caused by any unauthorized use of a Subscriber’s identity, name, or account, and you may be liable for the losses of Company or others due to such unauthorized use. Each Subscriber is responsible for all usage or activity on its account. Subscriber shall use all good faith, reasonable efforts to prevent the unauthorized use of the Site, and Subscriber shall notify Company immediately of any known or suspected unauthorized use(s) of Subscriber's account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Subscriber's screen name and/or password.
Account Termination
Subscriber may terminate Subscriber's account at any time by sending an e-mail to clientservices@vanacoremusic.com. Upon termination, Subscriber will receive confirmation via e-mail that the request was received, and Subscriber's access will be suspended within 24 hours. Company may, at its sole discretion, terminate, limit or suspend Subscriber's access to all or part of the Site for any reason whatsoever, including, without limitation, breach of the Terms and/or an assignment in contravention of the Terms.
Third Party Links
Company may, at its sole discretion, provide links to related Internet web sites, resources, sponsors, affiliates and other unrelated third parties of Company and other content of third parties as a service to those interested in this information. Company is neither a sponsor, partner, promoter nor publisher of such web sites or their content. However, we make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, availability or reliability of websites accessible by hyperlink from this Site. The linked websites are not under our control and we are not responsible for their content. We are providing these links to you only as a convenience to you, and the inclusion of any link does not imply affiliation, endorsement, or adoption by us of the site or any information contained therein. When leaving this Site, you should be aware that our terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that website. Subscribers should direct any concerns regarding any external link to the web site administrator or webmaster of such other web site. You may not use a Company logo or other proprietary graphic of Company to link to this Site without the express written permission of Company. Further, you may not frame any Company trademark, logo or other proprietary information, including the Company Content, without Company's express written consent.
Technology
You acknowledge and agree that in connection with your use of the Site, you must: (a) provide for your own access to the World Wide Web and pay any service fees (if any) associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including, if applicable, a computer, software, a modem and a working telephone line. Company shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site (inclusive of any and all software). Company will make reasonable efforts to keep your account and the service(s) offered by the Site operational. However, certain technical difficulties may, from time to time, result in temporary interruptions, and Company shall assume no responsibility or liability relating thereto. Company also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of Site and with or without notice.
No Warranties
THIS SITE, THE CONTENT, MATERIAL, AND PRODUCTS AND SERVICES CONTAINED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THE SITE, WE DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATED TO THE INFORMATION, MATERIALS, CONTENT ON OR GOODS AND SERVICES PURCHASED THROUGH THE SITE. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR UNINTERRUPTED. WE DO NOT PROMISE THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO CERTAIN USERS. IN ANY SUCH JURISDICTION, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL INSTEAD BE IMPUTED AS REWRITTEN SO AS TO APPROXIMATE THE ABOVE EXCLUSIONS AND LIMITATIONS TO THE FULLEST EXTENT PERMISSIBLE BY THE LAWS OF SUCH JURISDICTION. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO THE CONTENT, PRODUCTS, OR MATERIAL. WHILE WE ATTEMPT TO ENSURE YOUR ACCESS AND USE OF THE SITE IS SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL USERS ACCESSING THIS SITE FROM OUTSIDE THE UNITED STATES OF AMERICA ASSUME FULL RESPONSIBILITY FOR COMPLIANCE WITH LOCAL LAWS, IF APPLICABLE.
Limitation of Liability
TO THE FULL EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, IN NO EVENT SHALL COMPANY, OR ITS DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, SUPPLIERS, ATTORNEYS, AGENTS, REPRESENTATIVES, LICENSEES, AFFILIATES, SUCCESSORS AND/OR ASSIGNS (COLLECTIVELY THE “COMPANY PARTIES”), BE LIABLE TO SUBSCRIBERS OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND (WHETHER FOR NEGLIGENCE, TORT OR BREACH OF CONTRACT), INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES OR DATA ARISING FROM SUBSCRIBERS’ USE OF THE SITE, OR THE PRODUCTS OR SERVICES THEREIN, THE INABILITY TO USE THE SITE, OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR THE NON-FULFILLMENT OF SUCH PURCHASES OR FOR MESSAGES RECEIVED OR BUSINESS TRANSACTIONS ENTERED INTO THROUGH THE SITE, EVEN IF THE COMPANY PARTIES HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THESE TERMS AND CONDITIONS, YOUR SOLE REMEDY SHALL BE TO DISCONTINUE USING THE SITE AND THE COMPANY PARTIES’ LIABILITY TO SUBSCRIBERS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID TO COMPANY BY SUBSCRIBER AND REFUNDED BY COMPANY TO SUBSCRIBER.
Your Representations, Warranties And Indemnities
You warrant, represent and agree that you shall not: impersonate or misrepresent your affiliation with any other person or entity; post, publish, transmit, reproduce, distribute, upload or in any way exploit the Site or any Music or other content, graphics, sounds, information or other material obtained on, through or derived from the Site for any purpose (whether commercial or private) other than for Auditions as permitted by Company; attempt to reverse engineer or otherwise dismantle any or all of any software and/or other intellectual property maintained or otherwise found on this Site; attempt to gain unauthorized access to the Site or other computer systems through the Site (i.e., "hack"); or gather, harvest, "data mine," collect or store information about the users or content of this Site (other than "bookmarking" the Site as that term is commonly understood). In using this Site, Subscribers, and each of them, expressly waive any and all claims that they may have against Company and Company Parties. Subscribers, and each of them, agree to indemnify, defend, and hold Company and Company Parties harmless from and against all losses, liabilities, expenses, damages and costs, including, without limitation, reasonable attorneys' fees, incurred by Company or Company Parties resulting from any breach or alleged breach by Subscriber, or any user of Subscriber's account, of the Terms, or any activity related to Subscriber's accounts (including negligent or wrongful conduct) by you or any other person or entity accessing the Site using Subscriber's accounts, or any of the foregoing representations and warranties, or the use or misuse of the Site for any purpose other than the Auditioning of Music in accordance with the Terms. Subscriber shall cooperate as fully as required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber.
Applicable Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of California, United States of America, without resort to its conflict of law provisions. Please note that your use of the Site may be subject to other local, state, national and international laws. You agree that any controversy or claim arising out of or relating to these Terms, or the breach thereof shall be submitted to final and binding arbitration before the American Arbitration Association in accordance with its Commercial Arbitration Rules and with a panel consisting of one arbitrator unless that number be increased by consent of the parties; provided that Company may seek provisional relief including, but not limited to temporary and permanent injunctive relief, in instances in which Company may suffer irreparable harm and monetary damages will be inadequate to compensate Company for such harm. The arbitrator shall have expertise in the subject matter of the dispute. However, in any arbitration proceeding arising under these Terms, the arbitrator shall not have the power to change, modify or alter any express condition, term or provision hereof, and to that extent the scope of his or her authority is limited. Before rendering a final decision, the arbitrator will first act as friendly, disinterested party for the purpose of helping the parties reach compromise settlements on the points in dispute. The expenses of the arbitration shall be borne equally between the parties to the arbitration; however, each party shall pay for and bear the cost of its own expert, evidence and legal counsel. The arbitration hearings shall be closed and confidential. Judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. The arbitration shall take place in Los Angeles, California. For such purpose, you hereby consent and submit to the jurisdiction of the courts in the City of Los Angeles, State of California, and hereby agree that service of process on any party may be effected by certified mail, return receipt requested, postage prepaid. You waive any objection which you may have based on improper venue or forum to the conduct of any such arbitration in the City of Los Angeles, California. The arbitrator may award costs and reasonable attorney’s fees to the prevailing party.
Miscellaneous
No delay or failure to take action under the Terms shall constitute any waiver by Company of any provision of the Terms. If any provision of the Terms is held to be invalid or unenforceable under applicable law, it is, to that extent, deemed omitted, and the remaining provisions will continue in full force and effect. The Terms will bind and inure to the benefit of each party's heirs, beneficiaries, estate, permitted successors and assigns. The Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate the Terms shall be null and void. The Terms (including the Privacy Policy) constitute the complete and exclusive agreement between Company and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Users Outside The United States Of America.
Persons who choose to access the Site from locations outside of the United States of America do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. In any event, all users agree to comply with all applicable laws relevant to Site use in the location of such user and Site use. Company will not be responsible and makes no representations that objects for sale on the Site and their associated intellectual property rights are available for use in locations outside of the United States of America.
Contacting Us
Please contact us at clientservices@vanacoremusic.com if you would like to confirm that your subscriber information is accurate, to change subscriber information in the database or if you have inquiries regarding the Terms or Privacy Policy.