Music Music Music Music Music Music Music Music Music MusicThis Agreement applies generally to all Users. Provisions applying only to certain types of Users (such as Subscribers and Hosting Subscribers) are so designated.
We may change or modify this Agreement at any time and such changes or modifications will become effective upon being posted to the Site. We will indicate at the top of its first page the date this Agreement was last revised. If you do not agree to abide by this or any future versions of the Agreement, do not use or access (or continue to use or access) the Site or Services. It is your responsibility to check the Site regularly to determine if there have been changes to the Agreement and to review such changes. Without limiting the foregoing: if we make changes to the Agreement that we deem to be material, those with DenDen Music accounts will receive a message in their DenDen Music inbox. If you do not have a DenDen Music account, you will not receive this direct message.
For purposes of this Agreement the following definitions shall apply:
(a) “Artist” means any individual or group, whether or not organized as a legal entity, that made any creative contribution to Materials you post at, on or through the Site.
(b) “Person” means any individual, corporation, partnership, association or other group of persons, whether or not organized as a legal entity, including legal successors or representatives of the foregoing.
(c) “Materials” means any and all works of authorship posted to the Site by any User, whether copyrightable or not, including but not limited to sound recordings, musical compositions, lyrics, pictures, graphics, photographs, text, videos and other audiovisual work, album and other artwork, liner notes, compilations, derivative works and collective works.
(d) “User” means any Person who visits the Site for any purpose, authorized or unauthorized. The term, “User” includes but is not limited to those who submit Material to or in any manner avail themselves of any Service offered at, on or through the Site. The term, “User” also includes but is not limited to, Subscribers and Hosting Subscribers.
(e) “Term” means the period of time during which this Agreement is in effect as between DenDen Music and You. Termination of your DenDen Music account for any reason shall terminate the Term. Termination shall not be effective with respect to any provision of this Agreement that is either specifically designated as surviving termination, or should reasonably survive in order to accomplish the objectives of this Agreement.
License and Site Access
DenDen Music grants you a personal, revocable, nontransferable, and non-exclusive license to access and make personal use of the Site and to use the object code of the Site on a single computer, subject to the following terms and conditions:
(a) You do not, and do not allow any third party to, copy, modify, create a derivative work from, or attempt to transfer any right in the software for the Site; and
(b) You do not download (other than page caching) or modify the Site or any portion of it, without DenDen Music express written consent; and
(c) You do not download (other than page caching), modify or exercise any other exclusive right to any Materials posted on the Site, without a written license from the owner(s) of such Materials.
This license expressly excludes any resale or commercial use of the Site or its contents; any collection or use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of any merchant; and any use of data mining, robots, or similar data gathering and extraction tools. Neither the Site nor any portion thereof may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without DenDen Music express written consent.
Policies; Materials; Intellectual Property
(b) DenDen Music shall have the right to review all Materials and in its sole discretion to remove or refuse to post any Materials for any reason.
(c) Except for Materials, the entire Site and its contents, including but not limited to text, graphics, logos, layout, design, button icons, images, compilations, object code, source code, multimedia content (including but not limited to images, illustrations, audio and video clips), html and other mark up languages, all scripts within the Site or associated therewith and all other work and intellectual property of any type or kind, whether patentable or copyrightable or not (hereinafter, without limitation, “Site Content”), is the property of DenDen Music or its content suppliers and are protected by United States and international copyright laws with All Rights Reserved. All Site databases and the compilation of any/all Site Content are the exclusive property of DenDen Music and are protected by United States and international copyright laws with All Rights Reserved. All software used on the Site or incorporated into it is the property of DenDen Music or its software suppliers and is protected by United States and international copyright laws with All Rights Reserved.
(d) The Site is protected by all applicable federal and international intellectual property laws. No portion of the Site may be reprinted, republished, modified or distributed in any form without DenDen Music express written permission. You agree not to reproduce, reverse engineer, decompile, disassemble or modify any portion of the Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties.
(e) You acknowledge that DenDen Music retains exclusive ownership of the Site and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Site or any Service, and DenDen Music reserves all rights not expressly granted hereunder. You shall promptly notify DenDen Music in writing upon your discovery of any unauthorized use or infringement of the Site or any Service or DenDen Music patents, copyrights, trade secrets, trademarks or other intellectual property rights. The Site contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.
(f) Violations of this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
(h) If applicable, You agree to comply with the Acceptable Use Policies (“AUPs”) of vendors providing bandwidth, merchant or related services to DenDen Music. DenDen Music will provide links to applicable AUPs upon your written request.
(i) “DenDen Music”, “DenDenMusic.com”, “Musicians of DenDen Music”, “Music Groove Entertainment”, “MusicGrooveEntertainment.com”, and all other trademarks, service marks, logos, labels, product names, service names and trade dress appearing on the Site, registered and unregistered (collectively, the “Marks”) are owned exclusively or are licensed by DenDen Music. Marks not owned by DenDen Music or its subsidiaries are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by DenDen Music. Other trademarks, service marks, logos, labels, product names and service names appearing in Material posted on the Site and not owned by DenDen Music or its organizational affiliates, are the property of their respective owners. You agree not to copy, display or otherwise use any Marks without DenDen Music prior written permission. The Marks may never be used in any manner likely to cause confusion, disparage or dilute the Marks and/or in connection with any product or service that is not authorized or sponsored by DenDen Music.
(j) You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on the Site.
Co-Branding, Framing, Metatags and Linking
Co-Branding. You may not co-brand the Site. For purposes of this Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of DenDen Music in such a manner as is reasonably likely to give the impression that you have the right to display, publish,or distribute the Site or content accessible within the Site, including but not limited to Materials. You agree to cooperate with DenDen Music in causing any unauthorized co-branding immediately to cease.
Framing and Metatags
You may not frame or use framing techniques to enclose any DenDen Music trademark, logo, or other proprietary information (including but not limited to images, text, page layout, and form) without DenDen Music express written consent. You may not use any metatags or any other “hidden text” using DenDen Music name or trademarks without DenDen Music express written consent. Any such unauthorized use shall result in the immediate and automatic termination of all permission, rights and/or licenses granted to you by DenDen Music and may also result in such additional action as DenDen Music deems necessary to protect and enforce its legal rights.
Linking: Custom Homepage Links
If you are a Hosting Subscriber as defined under Section 3.01 of this Agreement you are granted a personal limited, revocable, nonexclusive, nontransferable license to create and use your Custom Homepage Link subject to your full compliance with all terms and conditions of this Agreement and all Policies, and further subject to the following:
Hosting Subscriber expressly acknowledges that DenDen Music is the sole and exclusive worldwide owner of all DenDen Music Marks, as such term is defined in this Agreement.
Hosting Subscriber expressly acknowledges that this license is granted in consideration of and is conditioned upon Hosting Subscriber’s full compliance with the terms and conditions of this Agreement, these additional conditions applying to Hosting Subscribers, and all Policies appearing on the Site.
This license shall terminate immediately upon expiration or termination of Hosting Subscriber’s hosting subscription or DenDen Music membership or if, in DenDen Music absolute discretion and without the necessity of written notice, Hosting Subscriber has failed to comply with any of the terms or conditions of this Agreement or any Policies appearing on the Site.
Hosting Subscriber agrees to display the following disclaimer prominently at the foot of the home page of Hosting Subscriber’s Website: “Hosted by DenDen Music. [Hosting Subscriber’s Name Here] is not affiliated with DenDen Music, Inc. and DenDen Music bears no responsibility for the content or use of this site.”
Without in any way limiting Hosting Subscriber’s covenants or obligations under this Agreement or the Hosting Subscription Agreement, Hosting Subscriber warrants and represents that:
No use of Hosting Subscriber’s Custom Homepage Link and no content on Hosting Subscriber’s Website will dilute, tarnish, blur or otherwise diminish the value of the DenDen Music mark; and Hosting Subscriber will not use, publish or advertise the Custom Homepage Link for any purpose other than identifying the location of Hosting Subscriber’s Website; and Upon DenDen Music request Hosting Subscriber will provide DenDen Music with hard copy samples of any and all advertising, promotional and other tangible materials bearing the Custom Homepage Link, and will provide DenDen Music with URLs to any sites or materials anywhere on the Internet pointing to, linking to or otherwise referring to the Custom Homepage Link.
You are granted a limited, revocable, nonexclusive license to create a hyperlink to DenDen Music home page, provided that you comply with all of the following:
The link must be a text-only link clearly marked “DenDenMusic.com” or “www.DenDenMusic.com”;
The link must “point” to the URL “https://www.DenDenMusic.com” and not to any other page within the Site;
The link, when activated by any user, must display the Site full-screen and not within a “frame” on the linking site;
The link shall not portray DenDen Music or its products or services in a false, misleading, derogatory, or otherwise offensive matter;
The link may not use any DenDen Music logo or other proprietary graphic or trademark as part of the link without DenDen Music prior express written permission; and
The appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and Marks or create any false appearance that we are associated with or sponsor the linking site.
Subject to applicable law, we reserve the right to revoke our consent to any link at any time in our sole discretion.
Materials; Mobile Services
You shall retain full ownership and copyright of any and all Materials you submit to DenDen Music, at all times, subject only to the rights and licenses you grant to DenDen Music pursuant to this Agreement or any other applicable agreement. Without limiting any other provisions of this Agreement: you authorize and direct us to make and retain such copies of your Materials as we deem necessary in order to facilitate the storage, use and display of such Materials in accordance with your chosen account settings.
Your Materials shall not be considered assets of DenDen Music in the event of a voluntary or involuntary bankruptcy.
If you believe that Materials in which you hold an ownership interest have been posted to the Site or otherwise submitted to DenDen Music without your permission, you must, and hereby agree, immediately to notify DenDen Music Copyright Agent. DenDen Music recommends that you register your Materials with the US Copyright Office. While DenDen Music takes commercially reasonable steps to ensure that the rights of its members are not violated by Users, DenDen Music has no obligation to pursue legal action against any alleged infringer of any rights in or to your Materials.
You are solely responsible at your own cost and expense for creating backup copies and replacing any Materials you post or store on the Site or otherwise provide to DenDen Music.
The Site may be available via mobile devices and applications. We may provide without limitation the ability from such devices and applications to access your account, upload content to the Site and to send and receive messages, instant messages, Materials, and other types of communications that may be developed (collectively the “Mobile Services”). Your mobile carriers normal messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. When available, by using any Mobile Services, you agree that we may communicate with you regarding DenDen Music and the Site by multimedia messaging service, short message service, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.
Digital Millennium Copyright Act (DMCA) Policy
Section 512 of the Copyright Law of the United States (17 U.S.C. Â§512) limits liability for copyright infringement by service providers if the service provider has designated an agent for notification of claimed infringement by providing contact information to the Copyright Office and through the service provider’s website.
DenDen Music has designated an agent to receive notification of alleged copyright infringement (our agent is identified below). This Section 1.07 is without prejudice or admission as to the applicability of the Digital Millennium Copyright Act, 17 U.S.C., Section 512, to DenDen Music.
How to report a claim of infringement If you believe that Material on the Site violates any of your exclusive rights under United States copyright law, you must notify our designated agent. Section 512 (c)(3)(A) requires that to be valid, your claim of copyright infringement must be written and addressed to our agent (identified below) and must provide the following information (the list below comes straight from the statute; if you do not understand the language please seek independent advice):
– 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 at a single online site are covered by a single notification, a representative list of such works at that site.
– 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 the service provider to locate the material.
– Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
– A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
When filing an infringement claim, please include any URLs identifying the allegedly infringing Material along with any other information that might assist our agent’s investigation of your claim.
Upon receipt of a valid claim (i.e., a claim in which all required information is substantially provided) DenDen Music will undertake to have the disputed Material removed from public view. We will also notify the user who posted the allegedly infringing Material that we have removed or disabled access to that Material. DenDen Music has no other role to play either in prosecuting or defending claims of infringement, and cannot be held accountable in any case for damages, regardless of whether a claim of infringement is found to be true or false. Please note: If you materially misrepresent that Material infringes your copyright interests, you may be liable for damages (including court costs and attorneys fees) and could be subject to criminal prosecution for perjury.
How to make a counter notification
If you are a DenDen Music user and you feel that Material that you have placed online that has been removed following an infringement complaint is in fact NOT an infringement, you may file a counter notification. Section 512 (g)(3) requires that to be valid, the counter notification must be written and addressed to our agent (identified below) and must provide the following information (again, the list below comes straight from the statute; if you do not understand the language please seek independent advice):
A physical or electronic signature of the subscriber.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the subscriber has 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.
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Our designated agent will present your counter notification to the person who filed the infringement complaint. Once your counter notification has been delivered, DenDen Music is allowed under the provisions of Section 512 to restore the removed Material in not less than ten or more than fourteen days, unless the complaining party serves notice of intent to obtain a court order restraining the restoration.
It is DenDen Music policy to terminate subscribers and account holders who are found to be repeat infringers.
By accepting this Agreement and/or submitting Materials to DenDen Music, you expressly warrant and represent the following to DenDen Music and acknowledge that DenDen Music is relying upon such warranties and representations: (a) That all factual assertions you have made and will make to us are true and complete; that you have reached the age of majority and are otherwise competent to enter into contracts in your jurisdiction; that you are at least 18 years of age; and that, in any event, you are deriving benefits from this Agreement and from visiting the Site.
(b) That you have obtained and hold all rights, approvals, consents, licenses and/or permissions, in proper legal form, necessary to submit Materials on the terms provided herein and to grant DenDen Music the nonexclusive licenses set forth herein. (c) That no other rights, approvals, consents, licenses and/or permissions are required from any other person or entity to submit your Materials on the terms provided herein or to grant DenDen Music the nonexclusive licenses set forth herein.
(d) That your Materials are original; that your Materials were either created solely by you or, by written assignment, you have acquired all worldwide intellectual property rights in and to your Materials; that if your Materials contain any “samples” or excerpts from copyrightable work the rights to which are owned in whole or in part by any person or entity other than you, that you have obtained and hold all rights, approvals, consents, licenses and/or permissions, in proper legal form, necessary to use and include such work in your Materials; and that your Materials do not otherwise infringe on the intellectual property rights of any person or entity.
(e) That neither your Materials nor any comments or reviews you post on the Site violate any common law or statutory patent, copyright, privacy, publicity, trademark or trade secret rights of any person or entity and are not libelous, defamatory, obscene or otherwise actionable at law or equity.
(f) That you have neither intentionally nor with gross negligence submitted any Materials containing or producing any virus or other harmful code or other information that could damage or otherwise interfere with our computer systems or data and/or that of our customers.
(g) You agree to sign and deliver to DenDen Music any additional documents that DenDen Music may request to confirm DenDen Music rights and your warranties and representations under this Agreement.
(h) You acknowledge that DenDen Music is relying upon the representations, warranties and covenants you have made herein. You agree to and hereby do indemnify DenDen Music, its licensees, assigns and customers against, and hold them harmless from, any loss, expense (including reasonable attorney fees and expenses), or damage occasioned by any claim, demand, suit, recovery, or settlement arising out of any breach or alleged breach of any of the representations, warranties or covenants made herein or arising out of any failure by you to fulfill any of the representations, warranties, or covenants you have made herein.
(i) All representations, warranties or covenants made herein by you shall survive termination of this Agreement.
(j) All warranties and representations made by you herein are made for the benefit of DenDen Music and its sub-licensees and may be enforced separately by DenDen Music and/or by any contractually designated sub-licensee of DenDen Music.
Grant of Rights
In consideration of DenDen Music efforts to provide your work with public exposure, you expressly authorize DenDen Music and its sub-licensees to transmit, stream, broadcast, publicly display and publicly perform in any manner, form or media whether now known or hereafter devised, worldwide, any ofthe Materials you submit to DenDen Music, in accordance with the provisions of this section. Without limitation to other licenses you may be inferred to have granted in order to accomplish the foregoing, you expressly grant DenDen Music and its sub-licensees the following worldwide, non-exclusive, royalty-free, sublicenseable and transferable licenses with respect to any and all Materials you submit.
Public performance license for musical works. If you are a member of any collective rights management or performing rights society (“PRS”), worldwide, licensing and compensation for public performances of your Material consisting of musical works (including qualifying performances by DenDen Music and any of its sub-licensees) shall be made solely by your PRS and pursuant to your affiliation agreement with your PRS. If you are not affiliated with a PRS, or if any performance by DenDen Music or any of its sub-licensees does not qualify as a performance under your affiliation agreement with your PRS: you hereby grant DenDen Music and its sub-licensees a nonexclusive, royalty-free, direct license to publicly perform all musical compositions included in your Materials, worldwide, in any media formats and through any media channels now known or hereafter devised.
Public performance license for sound recordings. If you are a member of SoundExchange or any other collective rights management organization for sound recordings (“CRMO”), worldwide, licensing and compensation for public performances of your Material consisting of sound recordings (including qualifying performances by DenDen Music and any of its sub-licensees) shall be made solely by your CRMO and pursuant to your affiliation agreement with your CRMO. If you are not affiliated with a CRMO, or if any performance by DenDen Music or any of its sub-licensees does not qualify as a performance under your affiliation agreement with your CRMO: you hereby grant DenDen Music and its sublicensees a nonexclusive, royalty-free license to publicly perform (by means of digital audio transmission and all other means) all sound recordings included in your Materials, worldwide, in any media formats and through any media channels now known or hereafter devised.
Reproduction licenses for compositions and sound recordings. Although copyright law is evolving to accommodate the digital environment, certain key issues remain unresolved. One such issue is the extent to which reproduction licenses are required for musical works and sound recordings made available on interactive streaming services. We choose to resolve the issue contractually. Accordingly, you hereby grant DenDen Music and its sub-licensees nonexclusive reproduction licenses for all musical works and sound recordings included in your Materials; provided, however, that unless by separate agreement you have chosen to make your Materials available for sale through DenDen Music digital download store, such reproduction licenses are limited in scope and apply only to the extent necessary to make your Materials publicly available via DenDen Music interactive streaming services. Podcasts. From time to time DenDen Music may invite you to submit your Materials for inclusion in downloadable content files known as “podcasts.” Podcasts are non-live entertainment programs spotlighting the work of DenDen Music members and are made available for download in unprotected media, free of charge, at the Site. DenDen Music will not include your Materials in podcasts without your consent. If you choose to grant such consent, however, you also (and hereby do) grant to DenDen Music and its sub-licensees all licenses reasonably required for podcasting, including nonexclusive reproduction and public performance licenses for all musical works, and nonexclusive reproduction and public performance licenses for all sound recordings, embodied in any Materials of yours selected for inclusion in DenDen Music podcasts. You further release DenDen Music and its sub-licensees for any and all liability arising from any alleged failure by DenDen Music or any of its sub-licensees to obtain appropriate licenses for the use of any Materials of yours selected for inclusion in DenDen Music podcasts.
DenDen Music Free Songs
You may at any time opt to make Materials you have uploaded to DenDen Music available to other DenDen Music members free of charge (“Free Songs”). The DenDen Music Free Songs feature is designed to help you further circulate your music. Your songs will not be designated as Free Songs without your express consent. DenDen Music makes your Free Songs available for download in unprotected media, free of charge, in the DenDen Music Downloads Store (“BDS”). If you choose to designate your songs as Free Songs, you expressly authorize DenDen Music and its sub-licensees to reproduce, transmit, stream, broadcast, publicly display and publicly perform in any manner, form or media whether now known or hereafter devised, such Free Songs in accordance with the provisions of this section. You may at any time choose to change the status of a song from Free” to Not Free” and vice versa in your User Profile. DenDen Music shall not make any payments to you for songs downloaded by DenDen Music members during the time period in which you designated your songs as Free Songs. You further release DenDen Music and its sub-licensees for any and all liability arising from any unauthorized exercise of copyright rights in connection with your Materials that you have chosen to designate as Free Songs.
DenDen Music shall have the right and license to use, and license others to use, your Materials for the purpose of promoting our products and services, and to use all names, likenesses, biographical materials, logos, trademarks or trade names of you and all individuals performing on or otherwise represented in your Materials without any payment to you or any other Persons, entities, groups or associations, in accordance with the provisions of this section. All rights and licenses you grant to DenDen Music pursuant to this section shall terminate, with respect to specific Materials, when, in accordance with this Agreement, you exercise your right to request removal of such Materials.
You represent and warrant that you have exclusive authority to grant all licenses that are granted to DenDen Music and its sub-licensees in this Agreement. You understand that DenDen Music is relying on this representation and warranty. You agree to and hereby do indemnify DenDen Music, its licensees, assigns and customers against, and hold them harmless from, any loss, expense (including reasonable attorney fees and expenses), or damage occasioned by any claim, demand, suit, recovery, or settlement arising out of any breach or alleged breach of any of the representations, warranties or covenants made herein or arising out of any failure by you to fulfill any of the representations, warranties, or covenants you have made herein.
Sub-licensees designated by DenDen Music to transmit, stream, broadcast, publicly display and/or publicly perform your Materials may pay a fee to DenDen Music for facilitating access to such Materials and you hereby agree that DenDen Music shall be entitled to collect and retain 100% of all such facilitation fees without any obligation to you.
Disclaimer of Warranties
(a) You acknowledge that the Site may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and that DenDen Music shall not be responsible to you or others for any such interruptions, errors or problems or for discontinuance of any DenDen Music Service. DenDen Music provides no assurances whatever that any of your Materials will ever be accessed or used by DenDen Music, its visitors, Subscribers or sub-licensees nor, if so accessed or used, that your Materials will continue to be available for any particular length or period of time.
(b) A possibility exists that the Site or any Service could include inaccuracies or errors, or information or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site or any Service. Although we attempt to ensure the integrity of the Site and every Service, we make no guarantees as to their completeness or correctness. In the event that a situation arises in which the Site’s or any Services’ completeness or correctness is in question, you agree to contact us including, if possible, a description of the material to be checked and the location (URL) where such material can be found, as well as information sufficient to enable us to contact you. We will make best efforts to address your concerns as soon as reasonably practicable. For copyright infringement claims, see DenDen Music Digital Millennium Copyright (DMCA) Policy, set forth in Section 1.07 of this Agreement.
(c) The Site and any Service may be discontinued at any time, with or without reason or cause.
(d) DenDen Music disclaims any and all responsibility for the deletion, failure to store, misdelivery or untimely delivery of any information or Material. DenDen Music disclaims any and all responsibility for harm resulting from downloading or accessing any information or Material on the Internet or through the Site.
(e) THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DenDen Music AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. DenDen Music AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ANY DenDen Music SERVICE. DenDen Music AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE. NO OPINION, ADVICE OR STATEMENT OF DenDen Music OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. DenDen Music AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS APPEARING ANYWHERE ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ANYWHERE ON THE SITE.
(f) DenDen Music AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND ANY SERVICE AND YOUR RELIANCE THEREON. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL, INFORMATION OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, INFORMATION OR DATA.
(g) SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING SUCH EXCLUSIONS.
Limitation of Liability
(a) NEITHER DenDen Music NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES (TOGETHER, FOR PURPOSES OF THIS SECTION, “DenDen Music”), ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO USE OR MISUSE OF OR RELIANCE ON THE SITE OR ANY DenDen Music SERVICE OR ANY LINKED SITE, EVEN IF DenDen Music HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL DenDen Music TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND/OR RELIANCE ON THE SITE OR ANY DenDen Music SERVICE, FROM INABILITY TO USE THE SITE OR ANY DenDen Music SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR ANY DenDen Music SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED AT, IN OR THROUGH THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE OR ANY DenDen Music SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NONPERFORMANCE OF THE SITE OR ANY DenDen Music SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE OR ANY DenDen Music SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
(b) SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING SUCH EXCLUSIONS OR LIMITATIONS.
(c) WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL DenDen Music BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, EPIDEMIC, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
Copyright and Trademark Notices
(a) All content included on this Site, including but not limited to text, graphics, logos, button icons, images, data compilations, code and source code, multimedia content, including but not limited to images, illustrations, audio and video clips, html and other mark up languages, and all scripts within the Site or associated therewith, are the property of DenDen Music or its content suppliers and is protected by United States and international copyright laws with All Rights Reserved. The compilation of all content on this Site is the exclusive property of DenDen Music and is protected by United States and international copyright laws with All Rights Reserved. All software used on this site is the property of DenDen Music or its software suppliers and is protected by United States and international copyright laws with All Rights Reserved.
(b) “DenDen Music,” “DenDen Music Top 10,” “Metajam”, “DenDenMusic.com”, “Musicians of DenDen Music,” Mini MoB, PRIMO MoB and other trademarks, service marks, logos, labels, product names and service names appearing on the Site (collectively, the “Marks”) are owned or licensed by DenDen Music. Marks not owned by DenDen Music or its subsidiaries are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by DenDen Music.
(c) You agree not to copy, display or otherwise use any Marks without DenDen Music prior written permission. The Marks may never be used in any manner likely to cause confusion, disparage or dilute the Marks and/or in connection with any product or service that is not authorized or sponsored by DenDen Music.
Parental Control Protections
Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at http://internet-filter-review.toptenreviews.com/
Special Admonitions for International Use
(a) We make no representation that products or services available on or through the Site or any Service are appropriate or available for use in other locations other than the United States. Those who choose to access the Site or any Service from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. By accessing the Site or using any Services you are consenting to have your personal data transferred to and processed in the United States.
(b) Products, including software, made available through the Site or any Service are further subject to United States export controls. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. No such products may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any product available through the Site or any Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. We reserve the right to limit the availability of the Site and/or any Service or product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such Service or product that we provide.
Contests; Third Party Services
DenDen Music may also provide access to certain services (including, without limitation and by way of example only: advertising, promotion, and submission processing services for contests, radio play, publishing, placement and licensing opportunities) that are supplied by others (“Third Party Services”). YOU EXPRESSLY ACKNOWLEDGE THAT DenDen Music BEARS NO RESPONSIBILITY FOR THIRD PARTY SERVICES; DenDen Music EXPRESSLY DISCLAIMS ANY/ALL LIABILITY FOR THIRD PARTY SERVICES; AND DenDen Music MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE TO YOU REGARDING ANY ASPECT OF THIRD PARTY SERVICES. ANY CLAIM YOU MAY HAVE REGARDING ANY THIRD PARTY SERVICE MUST BE PURSUED DIRECTLY AND EXCLUSIVELY WITH THE INDIVIDUAL OR GROUP, WHETHER OR NOT ORGANIZED AS A LEGAL ENTITY (THE “THIRD PARTY PROVIDER”), THAT SUPPLIED THE THIRD PARTY SERVICE. DenDen Music IS NOT A PARTY TO ANY RULES, CONTRACTS OR OTHER AGREEMENTS BETWEEN YOU AND ANY THIRD PARTY PROVIDER, AND YOU EXPRESSLY AGREE NOT TO JOIN OR ATTEMPT TO JOIN DenDen Music AS A PARTY IN ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY PROVIDER.
Links or Pointers to Other Sites
Removal of Materials
Upon receipt of your written request, DenDen Music will remove any of your Materials from the Site within a reasonable period of time. DenDen Music licenses to use such Materials will continue for any copies of such Materials that may have been disseminated in any format or media prior to the actual removal of such Materials from the Site.
Modifications to Agreement and Services
You agree that, at any time, DenDen Music may revise, change or modify any terms and conditions of this Agreement and/or any aspect of any Service, without notice to you. You can review the most current version of this Agreement at any time at: https://www.DenDenMusic.com. When using any Service, you and DenDen Music shall also be subject to any guidelines, Policies or rules applicable to such Service which may be posted on the Site from time to time. All such guidelines, Policies or rules are hereby incorporated by reference into this Agreement and you agree to their terms. Any such revisions, changes or modifications shall be binding and effective immediately upon posting of same to the Site.
(a) Your rights under this Agreement are not assignable and any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at DenDen Music option.
(b) This Agreement is binding on the Parties and their respective heirs, legatees, executors, successors and assigns. Except for Policies and other agreements incorporated by reference herein, this Agreement is the entire agreement between the Parties and supersedes all prior written or oral agreements between the Parties relating to the subject matter hereof. If any portion of this Agreement is found to be void or unenforceable, the remaining portion shall be enforceable with the invalid portion removed, giving all reasonable construction to permit the essential purposes of the Agreement to be achieved. The Parties’ various rights and remedies hereunder shall be construed to be cumulative.
(c) This Agreement shall be deemed to have been made in the State of Massachusetts, and it shall be governed by the substantive laws of the State of Massachusetts without regard to any applicable conflict of laws provisions. The Parties submit to jurisdiction in the state and federal courts sitting in Middlesex County, Massachusetts, and you hereby waive any jurisdictional, venue or inconvenient forum objections. Provided, however, that if we are sued or joined in an action in any other court or forum in respect of any matter which may give rise to a claim by us hereunder, you consent to the jurisdiction of such court or forum over any such claim. Nothing in this paragraph or Agreement constitutes our consent to the assertion of personal jurisdiction over DenDen Music.
(d) Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law. Nothing in this Agreement shall be construed or deemed to create any partnership, agency, joint venture, employment or franchise relationship between the Parties.
(e) Each Party hereto agrees to execute all further and additional documents as may be necessary or desirable to effectuate and carry out the provisions of this Agreement.
(f) Captions and headings used in this Agreement are for purposes of convenience only and shall not be deemed to limit, affect the scope, meaning or intent of this Agreement, nor shall they otherwise be given any legal effect.
(g) No breach of this Agreement by DenDen Music shall be deemed material unless the Party alleging such breach shall have given DenDen Music written notice of such breach, and DenDen Music shall fail to cure such breach within thirty (30) days after its receipt of such notice.
(h) All notices required to be sent to DenDen Music under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage paid, or by overnight delivery service, or such other address or addresses as may be designated by DenDen Music herein.
(i) All duties, liabilities, obligations, warranties, representations, covenants, authorizations, agreements and restrictions undertaken by and/or imposed upon you in connection with this Agreement shall be deemed to apply jointly and severally to all members collectively and each member individually of any group at any time comprising the Artist whose recordings or other Materials you post, upload or otherwise make available to DenDen Music. You affirmatively represent that you have the authority to bind all such individuals to the terms and conditions of this Agreement.
(j) You agree that regardless of any statute or law to the contrary, any claim or cause of action against DenDen Music, arising out of or related to use of the Site or any Service, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
(k) Notice for California Users. Under California Civil Code Section 1789.3, California Users are entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112
Sacramento, California 95834, or by telephone at (800) 952-5210.
There is no charge for using the Site. Charges for Subscriptions and particular Services are available by contacting DenDen Music.
(l) You agree to defend, indemnify and hold DenDen Music harmless against any losses, expenses, costs or damages (including any reasonable attorneys’ fees and costs) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of any Service, and/or (c) the use of any Service by any other person using your Username. DenDen Music may participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. (m) This Agreement has no intended third party beneficiaries.
Acceptance of Electronic Contract
You agree that this Agreement has the same legal force and effect as a written contract with your written signature and that it satisfies any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You acknowledge that you have had the opportunity to print this Agreement.
(a) This Article II applies to any Person (hereinafter a “Subscriber”) who subscribes to any member subscription service offered by DenDen Music, including but not limited to, by way of example, Collaboration corner, (hereinafter a “Subscription Service”). For purposes of this Agreement all Subscribers are also Users as defined herein.
(b) You agree to provide true, accurate, current and complete information about yourself as prompted by the subscription registration processes (such information being your “Account Information”). You further agree that, in providing such Account Information, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Account Information, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Account Information as required for your use of and access to the Site and any Service, as applicable.
(c) As a Subscriber, you will receive a unique username and password in connection with your account (collectively referred to herein as your “Username”). You agree that you will not allow another person to use your Username to access and use the Site or any Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Username and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. DenDen Music is not liable for any harm caused by or related to the theft of your Username, your disclosure of your Username, or your authorization to allow another person to access and use the Site or any Service using your Username. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account, including, but not limited to, any charges incurred relating to the Site or any Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data transmitted while using the Site or any Service cannot be guaranteed.
Term and Service Benefits
The term of any Subscription Service shall commence when the Subscriber initiates payment for such Subscription Service or, if the Subscription Service is complimentary, when the Subscriber registers for such Subscription Service. All Subscription Services will extend for an initial period of one year (the “Term”) and, unless terminated as provided herein, shall renew automatically for successive one-year periods. During the Term, the Subscriber shall be afforded the full use and benefit of the applicable Subscription Service as described on the Site (the “Service Benefits”), which Service Benefits may be revised by DenDen Music from time to time without notice to the Subscriber. Due to technical considerations, certain Service Benefits may not be available to the Subscriber immediately upon commencement of the Term, but shall be provided to the Subscriber as soon as commercially reasonable. Please direct any questions about Subscription Services or Service Benefits to DenDen Music by contacting us.
Accuracy and Posting of Information and Materials
The Subscriber agrees to:
(a) provide current, complete and accurate information about the Subscriber as required by the application process; and
(b) maintain and update such information as needed to keep it current, complete and accurate.
Subscriber acknowledges that DenDen Music relies and will rely upon the accuracy of such information as supplied by Subscriber.
(a) Termination by Subscriber. Subscriber may terminate any Subscription Service at any time by providing DenDen Music with written notice pursuant to this Agreement. Written notice will be followed by a confirmation request from DenDen Music Customer Service. Confirmation is required to implement termination. Such termination will be effective after the paid period. In the case of termination by the Subscriber, the period that is already paid for will not be reimbursed. The Subscription Service will remain active until the end of the paid period.
(a) As consideration for a Subscription Service, Subscriber agrees to pay DenDen Music all applicable subscription fees as posted on the Site at the time Subscriber applies for the Subscription Service. All subscription fees are due immediately pursuant to the payment option Subscriber chooses, and are non-refundable except as otherwise provided herein. DenDen Music may exercise all available remedies to collect fees due and owing for any Subscription Service.
(b) DenDen Music may, at its sole discretion and for any Subscription Service, offer Subscriber the option to pay Subscriber’s annual subscription fee in monthly installments (a “Payment Plan”). If Subscriber elects a Payment Plan, Subscriber agrees to provide DenDen Music with a valid credit card number, which DenDen Music will charge on a monthly basis for twelve (12) consecutive months, in an amount each month equal to 1/12th of the subscription fee for the Subscription Service, plus a finance charge, until the Subscription Service is terminated pursuant to this Agreement. By providing credit card billing information, Subscriber shall be authorizing DenDen Music to charge that credit card until termination of the Subscription Service. DenDen Music shall have the right immediately to discontinue Subscriber’s Benefits if DenDen Music does not receive payment when due.
Modifications to Subscriber’s Account
In order to change the details of your subscription account information, Subscriber must use the User Name and the Password that Subscriber selected when Subscriber registered as a DenDen Music User. In no event will DenDen Music be liable for any unauthorized use or misuse of Subscriber’s User Name and Password.
Subscriber agrees that Subscriber’s failure to abide by any provision of this Agreement or any DenDen Music operating rule or policy, Subscriber’s willful provision of inaccurate or unreliable information as part of the application process, Subscriber’s failure to update Subscriber’s information to keep it current, complete or accurate, and/or Subscriber’s failure to respond to inquiries from DenDen Music concerning the accuracy of Subscriber’s account information shall be considered a material breach of this Agreement. If within ten (10) calendar days after DenDen Music provides notice (in any form and via any method of delivery) to Subscriber of such material breach, Subscriber fails to provide evidence, reasonably satisfactory to DenDen Music, that Subscriber has not breached its obligations under this Agreement, DenDen Music may terminate all Services, Subscription and otherwise, without further notice to Subscriber.
FINANCIAL TERMS AND CONDITIONS
- This Article IV applies to all Users.
Fees and prices appearing on the Site are based on United States dollars. Payments for any Service or purchase made on or through the Site shall be made to DenDen Music in United States dollars, except as provided in Section 4.05 herein.
You agree to pay for all fees and charges incurred under your DenDen Music account or Username. If you have configured the account associated with your Username (your “Account”) to pay for Services or purchases with a credit or debit card or similar form of payment (a “Card” payment method), you authorize any and all charges and fees incurred under your Account to be billed from time to time to your Card account. Regardless of the method of payment, it is your sole responsibility to advise DenDen Music of any billing problems or discrepancies within thirty (30) days after such discrepancies or problems become known to you. Your Card issuer agreement governs the use of your designated Card account in connection with any fee, purchase or Service; you must refer exclusively to such issuer agreement, and not this Agreement, to determine your rights and liabilities as a Cardholder. If you submit a payment that results in DenDen Music being charged non-sufficient funds, chargeback fees, or other similar fees, you agree to reimburse all such fees.
Checks issued by DenDen Music to any User, for any purpose, are VOID after 180 days from the date of issue. Users who fail to cash DenDen Music-issued checks within such 180-day period will be charged a $2.00 fee for re-depositing funds from the stale check to the User’s account. Users requesting replacement checks will be charged an additional $5.00 fee for issuance of the replacement check.
DenDen Music Deliveries Refunds
The following shall apply if you purchase DenDen Music Deliveries services.
Refunds will not be issued for DenDen Music Deliveries services. If you experience a technical problem related to DenDen Music Deliveries services, DenDen Music will take steps in accordance with Section 1.10 to ensure your transaction is completed successfully. DenDen Music may at its sole discretion convey complimentary services to you in the event of a verified technical problem.
DenDen Music Music Refunds
The following shall apply if you purchase and/or license DenDen Music services.
Refunds will not be issued for creative works. If you experience a technical problem related to DenDen Music services, DenDen Music will take steps in accordance with Section 1.10 to ensure your transaction is completed successfully. DenDen Music may at its sole discretion convey complimentary services to you in the event of a verified technical problem.
Content Submission Agreement
This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) and DenDen Music, Inc. (referred to us “we” or “us”). By submitting any material or information to DenDen Music, its successors, assigns, agents, distributors and licensees, you explicitly confirm that you have read, understood, and agreed to the following agreement:
You have the right to terminate this agreement and all licenses granted to us at any time.
If you provide us with sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.; collectively “Standard Program Material”) the following terms apply:
License Grant: You hereby grant to us, and by the act of delivering Standard Program Material to us grant to us, a nonexclusive, worldwide, royalty-free license to:
(a) reproduce, distribute, publicly perform, publicly display and digitally perform the Standard Program Material in whole or in part (including the right to create compilations which include your songs);
(b) create and use samples of the Standard Program Material solely for the purpose of demonstrating or promoting our or your products or services;
(c) use any trademarks, service marks or trade names incorporated in the Standard Program Material in connection with your material; and
(d) use the name and likeness of any individuals represented in the Standard Program Material only in connection with your material.
- Ownership. You retain ownership of the copyrights and all other rights in your songs, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.
- Termination. You may terminate this agreement at any time by so notifying us; the agreement will terminate upon our actual receipt of such notice. We may terminate this agreement at any time without notification. Upon termination, all of our license rights terminate, except that we retain those rights necessary for us to sell any CDs or other tangible goods, streams, synchronizations, or any other means of distribution which we have produced prior to the date of termination which incorporate any of your Material (as defined in section 3 below). Our obligation to pay you amounts due to you under this agreement survives termination. Also, sections 3 and 6 below survive termination.
- Representations and Warranties. The term “Material” means all material that you submit to us, including Standard Program Material, Sample Songs, and Collateral Material, as applicable. You represent and warrant that (a) the Material is yours or your bands own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement, (c) the Material does not and will not infringe on any third parties copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement. We, our customers, and our licensees shall not be required to make any payments with respect to material that you submit to our sites under these Terms, including but not limited to payments to third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licensors, unions, or guilds.
- Determining Type of Content. We will implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith however and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.
- Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DENDEN MUSIC INC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DENDEN MUSIC INC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. DENDEN MUSIC INC WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL DENDEN MUSIC INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
- Waiver of Certain Damages. EXCEPT FOR A BREACH OF SECTION 3, NEITHER YOU OR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
- Terms And Conditions. The ‘Terms And Conditions of Web Site Use’ as found online at https://dendenmusic.com/terms-of-service/.
- Miscellaneous. This agreement will be governed by Massachusetts law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a state or Federal court located in jurisdiction of Middlesex County, Massachusetts, and we both irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). This agreement sets forth the entire understanding and agreement of the parties as to this agreements subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.
From time to time, we may change this agreement. When such a modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with advanced notification that any such modification has been made.