THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JIMMY PROXIMITY INC. (the “Corporation”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE JIMMY PROXIMITY STORE[NTD: please confirm whether the music downloads will occur in a “Jimmy Proximity Store”] AND REMIX LAB AT THE WEBSITE WWW.RELABMUSIC.COM. IF YOU ARE USING THE “SITE” OR THE “SERVICES”, AS SUCH TERMS ARE HEREINAFTER DEFINED, ON BEHALF OF ANOTHER PERSON, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON THAT PERSON'S BEHALF. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSE, AND ALL OF THE CORPORATION’S RULES AND POLICIES REFERRED TO HEREIN COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND JIMMY PROXIMITY. Your use of the site and the services shall CONSTITUTE your acceptance of the terms and CONDITIONS of this AGREEMENT. IF you do not agree with the terms of this Agreement, then you may not use or access the Site or any of the Services OFFERED THEREON (THE “sERVICES”)
1. Definitions
1.1 In addition to the terms defined throughout this Agreement, the terms "you", "your" and "yours" refer to the surfer, visitor, customer or User, as hereinafter defined, utilizing the Site to obtain Services, as such terms are hereinafter defined, or otherwise visiting the Site. The terms "we", "us" and "our" refer to the Corporation.
1.2 “End-Product” means a remixed Product, as hereinafter defined, consisting of either musical and sound recordings or a compilation of various sound recordings.
1.3 “Product(s)” means digital content including, without limitation, software, musical and sound recordings, the latter being comprised of, among others, various beats, rhythms and sound effects as offered in the Jimmy Proximity remix lab audio modules.
1.4 “Services” shall have the meaning thereto in Section 3.1.
1.5 “Site” means www.relabmusic.com.
1.6 “User” means any person who, pursuant to the terms hereof, is a valid holder of an account pursuant to Section 7.
2. Changes to Terms of Use and Service
2.1 The Corporation reserves the right, at its sole discretion and at any time, to modify, add or remove portions of the Terms of Use and Service (the “Changes”). The Corporation shall post a notification in the event of any modification, addition or removal of the terms hereof, although it is your responsibility to check the Terms of Use and Service periodically for changes. Your continued use of the Site following any Changes shall constitute acceptance thereof. If you do not agree to all or part of the Changes, you should terminate your use of the Services and hereinafter refrain from accessing the Site. Notwithstanding the fact that you will only be asked to indicate your consent to the terms of this Agreement upon registration of an account, the terms of this Agreement, as modified by the Corporation from time to time, will govern all use of the Site and Services.
3. Description of the Services
3.1 Services. The Corporation is the provider of the Jimmy Proximity remix lab wherein Users may: (i) purchase various Products, as well as audio material and data-files pursuant to the terms stipulated herein; and/or (i) remixable musical recordings using the sound recordings offered in the remix lab or create compilations of sound recordings. Users may sell such remixes and/or compilations to third parties on the Site as well as social networks including, among others, Facebook and MySpace, with the rights remaining with the original rights holder. Upon the sale of a User’s remix, said User shall be allocated a percentage of the purchase price, the whole pursuant to Section 4.1 hereof.
The Corporation may, at its discretion, modify the Services offered on the Site, at any time and without notice. Furthermore, the Corporation makes no commitment to update materials relating to the Services that may be out of date.
3.2 System Requirements. Use of the Services requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates and upgrades from time to time. With respect to the remixing of musical and/or sound recordings, you are required to download RELAB which is available for download free of charge at www.relabmusic.com. Because use of the Services involves hardware, software and Internet access, your ability to use the Services may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
3.3 User requirements. In the event an individual is under the age of 18, said individual should review the terms and conditions hereof with said individual’s parent or guardian to ensure that both understand the terms and conditions herein stipulated. By using the Services or the Site, you represent and warrant that you are 18 or older, and, in the case of an individual under the age of 18, that you and your parent/guardian agree to abide by all of the terms and conditions of this Agreement.
4. Payment and Compensation
4.1 Prices. The Corporation endeavors to offer you competitive prices on the Products. The total price of a Product shall include the price of the Product plus any applicable sales taxes, including GST/HST, QST and/or other provincial retail sales tax that are in effect on the day of downloading. The Corporation may, at its sole discretion and at any time, change the price of a Product and does not offer price protection or refunds in the event of a price drop or promotional offering.
4.2 Payment for Products. You agree to pay for all Products you purchase through the Services, and that the Corporation may charge you for any Products purchased, and for any additional amounts (including taxes, as applicable) as may be accrued by or in connection with your account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING THE CORPORATION WITH A VALID CREDIT CARD OR OTHER VALID METHOD OF PAYMENT OF ALL FEES. All fees will be billed to the payment method you designate during the registration and purchase process. In the event you wish to designate a different credit card or method of payment, you will be required to change the relevant information online at the account information section on www.relabmusic.com. You acknowledge that there may be a temporary interruption in the provision of the Services until such time as the Corporation can verify the new information.
You agree that your purchase of the Products constitutes your acceptance of and agreement to use the Products solely in accordance with the terms hereof, and that any other use of said Products may constitute copyright infringement.
4.3 Final Sales. All sales are final. Charging for a Product shall be initiated upon: (i) in the case of a musical recording, the commencement of downloading; and (ii) sound recording, upon the commencement of downloading.
4.4 Delivery of Product. In the event that a technical problem prevents the delivery of a Product or delays delivery thereof beyond a reasonable period, your sole remedy shall be either the replacement of said Product or the reimbursement of the price thereof, as determined by the Corporation.
4.5 Compensation. Upon the purchase of an End-Product by a third party through the Site, you shall be allocated the following percentage of the purchase price:
(i) in the event the End Product is comprised of both musical and sound recordings, X%; and
(ii) in the event the End Product is comprised solely of sound recordings from the jimmyproximity audio modules, Z%:
5. Usage Rules
5.1 Your use of the Products is conditional upon your prior acceptance of the terms of this Agreement.
5.2 You shall be authorized to use the Products only for personal, noncommercial use, and not for redistribution, transfer, assignment or sublicense, to the extent permitted by law.
5.3 You acknowledge and agree that you will not sell, license, rent, reproduce, modify or attempt to modify or create derivative works from the Content (as hereinafter defined) in any way or reproduce or publicly display, perform, transmit or distribute or otherwise use the Content for any public or commercial purpose, including without limitation use of the Content on any other website or in any environment of networked computers.
5.4 You shall be authorized to store unlimited copies of the Product on any media, provided that these copies are for personal non-commercial use only. The Product or copies of the Product may not be resold or streamed either for profit or non-profit use.
5.5 You shall be entitled to export, burn or copy Products and End-Products solely for personal, noncommercial use. Any burning or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any content, sound recording, underlying musical composition, or artwork embodied in any Product.
5.6 You acknowledge and agree that you may not copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit or distribute an End-Product in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without the Corporation’s prior written consent.
5.7 You acknowledge and agree that you will submit any End-Product that infringes the intellectual property rights or violates the privacy rights of any third party.
5.8 You acknowledge and agree that you will not use any “deep-link”, page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the site or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the site.
5.9 You acknowledge and agree that you will not use any meta tags or other hidden text or metadata utilizing a name, trademark, URL or product name of the Corporation without the Corporation’s express prior written consent.
5.10 You acknowledge and agree that you will not attempt, or encourage or assist any person, to circumvent or modify any security technology or software that is part of the Services or use to administer the Usage Rules, or interfere with, remove or alter any rights management information on the Products and End-Products.
5.11 You acknowledge and agree that you will not attempt to obtain unauthorized access to the Site or portions of the Site which are restricted from general access or use or attempt to use another's account, password, service, system or other information without prior written authorization from the Corporation, or create or use a false identity on the Site.
5.12 You acknowledge and agree that you are fully responsible for all use of your account with the corporation and for any actions that take place using such account.
5.13 You acknowledge and agree that you will not resell the Services, in whole or in part.
5.14 You acknowledge and agree that you will not use the Site or Services in any manner not permitted by this Agreement.
5.15 You acknowledge and agree that you will not disrupt or interfere with any other person's use or enjoyment of the Site or associated or linked sites.
5.16 You acknowledge and agree that you will not upload, post or otherwise transmit or distribute on the Site any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs.
5.17 You acknowledge and agree that you will not use the Site in any manner that could damage, disable, overburden or impair it.
5.18 You acknowledge and agree that you will not violate any applicable law, regulation, or ordinance, including without limiting the generality of the foregoing infringing on any patent, trade-mark, trade secret, copyright, right of publicity, or other proprietary right of any person or entity.
6. Intellectual Property
6.1 Acknowledgement of Ownership. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, End-Products, artwork and computer codes (collectively the “Content”), including, but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to the Corporation, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. The Corporation shall have the right to use, reproduce or modify said End-Product, or any substantial part thereof, in any material form whatsoever, on the Site or any other website, including, without limiting the generality of the foregoing, by (i) adapting the format of your End-Product(s) for suitable display on the Site and (ii) displaying, in the Corporation's sole discretion, your End-Product(s) in search results generated by the Corporation search engine.
You hereby agree that you will not use any such proprietary information or materials in any way whatsoever except in accordance with the terms and condition herein stated. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute or create works based on the Services, in any manner, as well as exploit the Services in any unauthorized manner, including, but not limited to, trespassing or burdening network capacity.
6.2 Waiver of Moral Rights. In addition to the above, you agree that any of your moral rights related to Works that you post of the Site shall be entirely waived.
6.3 Copyrights. All copyrights relating to the Services, including, but not limited to, the Jimmy Proximity website, the compilation of Content, postings, links to other Internet resources, if applicable, and descriptions of those resources, and software, are owned by the Corporation and/or its licensors. THE USE OF THE WEBSITE OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THESE TERMS OF USE AND SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.
7. Accounts and Passwords
7.1 Creation of account. Certain features or services offered through the Site may require you to open an account, including establishing a jimmyproximity username and password. Upon the creation of an account, you will be a User. You agree to provide accurate, current and complete information, and to promptly update said information as necessary. The Corporation will have no liability for failure to deliver notices that result from inaccurate account information.
7.2 Use of account. Your account is solely for your own personal use and benefit. You are responsible for safeguarding the password that you use to access the Site and Services. You agree not to disclose your password to any third party nor to permit any third party to use your account. You are entirely responsible for all activities that occur on or through your account, and you agree to immediately notify the Corporation of any unauthorized use thereof or any other breach of security. The Corporation shall not be responsible for any losses arising out of the unauthorized use of your account which is not the direct result of its own negligence.
8. Termination of Agreement
8.1 Termination by the Corporation. Should you ever violate any term of this Agreement or for any other reason whatsoever, the Corporation reserves the right, at its sole discretion, to terminate this Agreement and your account, and delete any and all End-Products submitted by you, in whole or in part, upon written or email notice to info@jimmyproximity.com.
8.2 Termination by you. This Agreement may be terminated by you at any time and for any reason whatsoever through the control panel on your user’s account.
8.3 Effect of termination. Notwithstanding termination, the provisions of this Agreement will continue to apply and will be binding upon you in respect of your prior use of the Site and the Services.
9. Disclaimer
9.1 THE CORPORATION DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE THEREOF WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. NEITHER THE CORPORATION NOR ANY OF ITS AFFILIATES AND RELATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; OR THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-AS” AND “AS AVAILABLE” BASIS. THE CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CORPORATION DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR THE SERVICES. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THOSE EXCLUSIONS MAY NOT APPLY TO YOU. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
10. Indemnification
10.1 You acknowledge that you are solely responsible for your use of the Site and the Services. Therefore, you agree that you shall defend, indemnify and hold harmless the Corporation, its affiliates and their respective directors, officers, partners, employees, representatives, contractors, successors and assigns, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site or Services, your End-Product(s) or your violation of this Agreement. The Corporation reserves the right, at its own expense, to assume the exclusive defense and control of any such claim otherwise subject to defense by you, in which event you will cooperate with the Corporation and its counsel, as necessary, in the conduct of such defense.
11. Limitation of liability.
11.1 You understand that End-Products are posted by Users and that other Content may be posted by the Corporation’s partners, sponsors or licensors. Furthermore, you acknowledge that the Corporation has only limited control over the Content that is made available through the Site and Services, and that by using the Site and Services, you may be exposed to such Content. You therefore acknowledge that the Corporation will not be liable for: (i) Content, including, without limitation, the subject matter, any errors or omissions relating thereto, or for any loss or damage of any kind incurred as a result of the use or download of any Content posted, e-mailed, transmitted, or otherwise made available through the Site or Services, (ii) the deletion, failure to store, miss-delivery or untimely delivery of any information or material, (iii) any modification, unavailability, interruption or discontinuance of the Site or Services, or (iv) the defamatory, offensive, or illegal conduct of any third party.
11.2 IN NO EVENT SHALL THE CORPORATION, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU FOR YOUR ACCESSING OF THE SITE or use of the services, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF EXPECTED SAVINGS, OR ANY OTHER INDIRECT DAMAGES HOWSOEVER CAUSED WHETHER OR NOT THE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THEIR COLLECTIVE MAXIMUM LIABILITY TO YOU UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO THE CORPORATION FOR THE SERVICES AND THE USE OF THE SITE. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF CONTRACT OR THE FAILURE OF AN EXCLUSIVE REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, the corporation’s LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
12. Release
12.1 You hereby release, remise and forever discharge the Corporation, its affiliates, and their respective directors, officers, partners, employees, representatives, contractors, successors, assigns and all other related, associated or connected persons from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, which now or hereafter exist, which arise from, relate to, or are connected with your use of or the use of your Account of the Site and/or the Services.
13. Links to third party sites
13.1 The Site may contain links to third-party Internet sites or resources. You acknowledge and agree that the Corporation is not responsible or liable for: (i) the availability or accuracy of such Internet sites or resources, or (ii) the content, products or services on or available from such Internet sites or resources. Links to such Internet sites or resources do not imply any endorsement by the Corporation of such Internet sites or resources or the content, products or services available from such Internet sites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such Internet sites or resources.
14. Privacy Policy and Submission of information
14.1 The Corporation’s privacy policy applies to the use of the Site and its terms are incorporated herein by reference. Please review our privacy policy which can be found by clicking here. By registering for an Account, you are consenting to the collection, use and disclosure of your personal information in accordance with the terms of our Privacy Policy. By using the Site, you acknowledge and agree that Internet transmissions are never completely secure and may be intercepted by others, notwithstanding a special notice that a particular transmission is encrypted. Submission of any financial or other information to the Site or to any third party Internet sites linked to the Site is entirely at your own risk and responsibility. If you do not agree with the terms of our Privacy Policy, you should not register for an account with the Corporation in respect of the Services or the Site.
15. General
15.1 Entire agreement. The Privacy Policy together with this Agreement constitutes the entire agreement between the Corporation and you with respect to your use of the Site and supersedes all prior agreements or understandings relating to such subject matter, whether written, implicit or oral.
15.2 Site and Service interruptions. You understand that although the Site and Services are normally available, there will be occasions when the Site or Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of the Corporation.
15.3 Deleted Work. You understand that although the Corporation will normally only delete Work that violates this Agreement, the Corporation reserves the right to delete any Work for any reason, without prior notice. Deleted Work may be stored by the Corporation in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, the Corporation encourages you to maintain your own reproduction of your Work, as the Corporation is not a backup service.
15.4 Forum and Choice of Law. This Agreement, your use of the Site or the Services, and all related matters are governed solely by the laws of the State of California, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
15.5 Assignment. You may not assign any rights granted to you or delegate any of your duties hereunder without the prior express written consent of the Corporation, which may be withheld in the Corporation’s sole discretion. The Corporation has the right to assign its rights and delegate its duties under this Agreement without your consent.
15.6 Successors. This Agreement will enure to the benefit of and be binding upon the Corporation and its successors and assigns, and you and your heirs, executors, administrators, successors and legal representatives.
15.7 Waiver. None of the terms of this Agreement shall be held to have been waived by the Corporation unless done so in writing. Any such waiver by the Corporation shall not be considered as a waiver of any subsequent breach of the same or any other provision. The failure of the Corporation at any time to require your performance of any provision hereof shall in no way affect the right of the Corporation to require full performance of such provision at any time thereafter.
15.8 Severability. If a court of competent jurisdiction should find that one or more terms of this Agreement are invalid, the remainder of the Agreement will be enforceable.
15.9 Other rights. Any rights not expressly granted by this Agreement are reserved to the Corporation.
