FREEPLAY MUSIC LLC.
TERMS OF USE AGREEMENT
1. The Freeplay
Terms Of Use (“Agreement”) is a legal and binding agreement between you and
Freeplay Music LLC. (“Freeplay”), which governs your use of all Freeplay
materials, information, content, products and services made available to you by
Freeplay (collectively, the “Site”).
Please read the Agreement carefully prior to using the Site. By using or otherwise accessing the Site, or
any component thereof, you hereby consent to and do become a party to this Agreement
and you agree to be bound by and comply with the terms and conditions contained
herein. If you do not accept and agree
to all of the terms and conditions of this Agreement, please do not access or
use the Site in any manner. “Use” of the
Site means any access or attempted access or use of the Site whatsoever.
2. Freeplay may
add, delete or modify any of the terms and conditions contained in this
Agreement at any time in Freeplay’s sole discretion. If any modification is unacceptable to you you
must stop using the Site. Unless
otherwise specifically set forth in any notice all changes shall be effective
immediately upon the posting of notice of any such change (the “effective
date”). Your continued use of the Site
following the effective date will constitute your binding acceptance of and
agreement to be bound by the changes specified therein. You should check back frequently and review
the terms and conditions of this Agreement regularly so you are aware of the
most current rights and obligations that apply to you and the terms and
conditions of your agreement with Freeplay.
Any new materials, information, content, products and/or services
becoming available are considered a part of the Site and your use of them will
be governed by the terms and conditions of this Agreement unless Freeplay
notifies you that different terms and conditions apply. You must also comply with any additional
terms which apply to third-party content, material, information, software or
other services or websites. Freeplay
reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, functions of the Site with or without notice. You agree that Freeplay shall not be liable
to you or to any third party for any of the direct or indirect consequences of
any modification, suspension, discontinuance of or interruption to the
Site.
3. You may not use, nor allow others to use,
the Site, directly or indirectly, to attempt to or actually disrupt, impair or
interfere with alter or modify the Site or any information, data or materials
posted and/or displayed by Freeplay or any related party; or act in a way that
affects or reflects negatively on Freeplay, the Site or any related party. You agree to comply with all local, state, federal
laws, statures rules and regulations, as well as any international treaties,
which are applicable to your use of the Site.
4. By using the
Site in any way, including, without limitation, accessing and downloading, you
agree to pay the fees designated for the Site as described in the Fees page
which can be found at [link]. In
addition, you agree to pay Freeplay all reasonable attorneys’ fees and costs incurred
by Freeplay to collect any past due amounts.
Your agreement(s) with Freeplay may be terminated with no notice if
payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in
full within thirty (30) days of cancellation or termination of your
agreement(s). Freeplay reserves the
right, at any time, to change its fees and billing methods, including the
addition of supplemental fees or separate charges for content, effective thirty
(30) days after an online posting on the Fees page at [link]. Freeplay may additionally provide notice of
billing changes via email. If any such
change is unacceptable to you, you may terminate your use of the Site by
providing Freeplay with written notice of your termination and ceasing to use
the Site. Your continued use of the Site
following the effective date of change to such fees and billing methods shall
constitute your acceptance of such change.
5. (a) If you are using Freeplay Music for:
(1) *Programming content to be included in
an ASCAP, BMI or SESAC licensed National US TV Broadcast, as well as later
rebroadcasts of the same within the US (EXCLUDES Local-only TV, Regional-only
TV, Public and Community Access TV, Closed Circuit TV, Web Broadcasts,
Advertising Commercials or Promos, and any Radio Broadcast use); or
(2) Feature-Length Films for U.S. theatrical
release by a major U.S.
film studio (in exchange for music cue sheet compliance*)
Then Freeplay Music´s compositions and recordings may be
used (broadcast, synchronized and/or copied) without a fee. These reproduction
rights, known as Master Recording and Synchronization rights, are absolutely
FREE and are granted in perpetuity, provided Freeplay Music is accorded
appropriate screen credit, with size and placement on a most favored nations
basis with all other music providers, as follows: "Music Provided By www.freeplaymusic.com".
*Please note: The ASCAP, BMI or SESAC license must be a
"blanket" license to qualify for free master recording and
synchronization rights. Programs broadcast over networks having an
"interim" license, a "per program" license or any form of
license which is not a "blanket" license do not qualify for free
master recording and synchronization rights. Complete show music cue sheets
must be timely filed in accordance with the terms and conditions of
ASCAP/BMI/SESAC´s license agreement for any Freeplay Music used in broadcast
programming content under Freeplay's Terms Of Use. In the event such license
agreement does not require the filing of cue sheets on a regular basis, cue
sheets must be filed on no less than a calendar-quarterly basis. Simultaneous
copies of all music cue sheets containing any Freeplay Music must be sent to Freeplay
either via e mail (Scott@freeplaymusic.com) or by fax 212 664 7737 in order for
you to qualify for free synchronization of Freeplay Music.
(b) If you are using Freeplay Music for:
(1) Personal Non-Commercial Use (Non-revenue
generating). This excludes broadcast use of any kind, including, without
limitation, web, blog, and podcast use; or
(2) Educational, Non-Commercial use (this is
limited to student use on school grounds for in classroom projects- non
broadcast)
Then Freeplay Music's compositions and recordings may be
used without a fee. For further
clarification, please contact Freeplay Music at 212.974.0548 or
Julie@freeplaymusic.com or Rox@freeplaymusic.com.
(c) If you are using Freeplay Music for:
(1) Local, regional, or any non-ASCAP/BMI
licensed broadcast television use;
(2) Local, regional, or any non-licensed
cable television use;
(3) Television use premiering outside the US;
(4) Advertising and Promo use;
(5) All Radio Use;
(6) Direct-to-video, DVD, CD, CDR DVDR or
other similar media, including replication, distribution, promotional, or sale;
(7) Books, Magazines, Games, Electronic and
Toy Use;
(8) Non-Broadcast Multi Media Use (Live
events, Power Point presentations, trade shows/conventions, etc.);
(9) Music on Hold;
(10) Internet - Website Use (to promote a
business, product, service or club);
(11) Personal Website Use (Non-Commercial);
(12) Wireless Content: Ring Tones / Blogs /
Shareware / Freeware / Wireless Gaming, etc;.
(13) Greeting Cards / Email Greeting Cards /
Email Brochures;
(14) Podcasting;
(15) Film Festivals / Competitions;
(16) Religious Use (most); or
(17) Non-Profit (most)
Then Freeplay Music requires a signed license agreement
and a license fee payment as described in the Freeplay Music Rate Card [link].
(d) Freeplay's Terms Of Use apply at the time
of your use or receipt of hard copies/files of Freeplay’s music and not at the
time of download.
(e) Other than for National Network
Broadcast content as specifically described herein, using Freeplay music in
conjunction with or to promote a revenue- generating business, product or
service either directly or indirectly (such as free giveaways) requires a direct
paid Master Recording and Synchronization license with Freeplay Music.
5. The content
available through the Site is the property of Freeplay or its licensors and is
protect by copyright and other intellectual property laws. You acknowledge that Freeplay 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 its contents, and Freeplay
reserves all rights not expressly granted hereunder. You shall promptly notify Freeplay in writing
upon your discovery of any unauthorized use or infringement of the Site or its
contents or Freeplay’s patent, copyright, trade secret, trademarks or other
intellectual property rights. The Site
contains proprietary and confidential information that is protected by
copyright laws and international treaty provisions.
6. (a) To the maximum extent permitted by
applicable law, neither Freeplay, its licensors, suppliers, partners,
affiliates or third party service providers shall be liable to you or any third
party for any direct, indirect, incidental, special, exemplary, punitive or
consequential damages, or any other form of damages in any manner arising out
of or in connection with this Agreement or your use of the Site, regardless of
the form of action or the basis of the claim or whether or not Freeplay has
been advised of the possibility of such damages. Some jurisdictions do not allow the
limitation or exclusion of liability for incidental or consequential
damages. Accordingly, some of the above
limitations and exclusions may not apply to you.
(b) You agree to indemnify and hold Freeplay
harmless against any losses, expenses, costs or damages (including Freeplay’s
reasonable attorneys’ fees, expert fees and other reasonable costs of
litigation or proceedings) arising from, incurred as a result of, or in any
manner related to any claim or action based upon your breach of or failure to
comply with, the terms and conditions of this Agreement, your use of the Site,
and/or the use of the Site by any other person using your identifying
information. Freeplay may in its
discretion participate in the defense of any such claim or action and any
negotiations for its settlement or compromise.
No settlement which may adversely affect Freeplay's rights or
obligations shall be made without Freeplay's prior written approval. Freeplay reserves the right, at Freeplay’s
expense and on notice to you, to assume exclusive defense and control of any
such claim or action and in such circumstance your indemnification obligation will terminate.
7. Freeplay may
terminate this Agreement, restrict, suspend or terminate your use of the Site
immediately and without notice or liability, if you violate, breach or fail to
comply with this Agreement in any way, and this will not limit any other rights
or remedies which are available to Freeplay.
You may terminate this Agreement by providing Freeplay with written
notice of your termination and ceasing to use the Site. Termination is your sole right and exclusive
remedy if you are not satisfied with the Site.
Upon the effective date of any such termination your right to use the
Site shall immediately cease. Termination of this Agreement shall not
relieve you of any obligations to pay accrued charges. Without limitation of any other provisions
hereof regarding termination Freeplay reserves the right to terminate your use
of the Site, without cause, upon three (3) days’ notice.
8. This
Agreement is governed by the laws of the State of New York without regard to its conflicts of
law provisions and you hereby consent to the exclusive jurisdiction of any
venue in the federal state courts located in New York County, New York
with respect to all disputes arising out of or relating to the Site. In addition, you hereby consent to the
exclusive jurisdiction of and venue in such courts for any action commenced by
you against Freeplay or its affiliates. Use
of the Site is unauthorized in any jurisdiction that does not give effect to
all provisions of these terms and conditions, including without limitation,
this section. Freeplay’s performance of
this Agreement is subject to existing laws and legal process, and nothing
contained in this Agreement is in derogation of Freeplay’s right to comply with
governmental, court and law enforcement requests or requirements relating to
your use of the Site or information provided to or gathered by Freeplay with
respect to such use.
9. These terms
and conditions and any other policies, rules and provisions which are
described, linked or otherwise referred to and form a part of this Agreement constitute the entire
agreement between you and Freeplay, superceding any and all prior or
inconsistent understandings, representations or agreements regarding the
Site.
If any part of this Agreement is determined to be invalid
or unenforceable pursuant to applicable law including, but not limited to the
warranty disclaimers and liability limitations set forth above, then the
invalid or unenforceable provisions will be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original
provision and the remainder of the Agreement shall continue in full force and
effect. No failure or delay in enforcing
any provision exercising any option or requiring performance shall be construed
to be a waiver of that or any other right in connection with this Agreement. Any provision which must survive in order to allow
Freeplay to enforce its meaning shall survive the termination of this
Agreement, provided, however, no action arising out of this Agreement or your
use of the Site, regardless of form or the basis of the claim, may be brought
by you more than one (1) year after the cause of action has arisen (or if
multiple causes, from the date the first such cause arose) and you hereby waive
any longer statute of limitations that may be permitted by law. If you've found Freeplay Music bundled with
any third party product such as Apple products, HP products, Nokia products, or
with your .Mac account, this Agreement applies to your use of Freeplay Music
and supercedes any agreement you may have with such third party.
If you feel you may have used our product unintentionally or in violation of our Terms Of Use, please contact us at Scott@freeplaymusic.com or Julie@freeplaymusic.com or call 212.974.0548 to get the proper retro-active Freeplay Music license.
If you don't see your intended use of Freeplay Music listed, or have questions or comments, please contact our New York or Los Angeles office:
New York Office - tel. 212.974.0548
Scott@freeplaymusic.com or Julie@freeplaymusic.com
Los Angeles Office - tel. 818.248.7018
Deborah@freeplaymusic.com
Copyright © 2007 Freeplay Music LLC. All Rights Reserved.