Terms and Conditions for uploading music
- 1.1 This page (together with the documents referred to on it) tells you the Terms and Conditions on which you may submit a file (the "Music File") to www.nexgenmusicgroup.com/sounds/contact/ (the "Website"), whether as a guest or a registered user. For the avoidance of doubt and where the context requires, Music File refers to all of the files that you submit to NexGen Music.
- 1.3 NexGen reserves the right to prevent access to any user who is found to be in breach of these Terms and Conditions.
- 1.4 If any provision of these Terms and Conditions is held to be unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.
- 1.5 NexGen Music's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.
- 1.6 Changes may be made to these Terms and Conditions from time to time.
- 1.7 These Terms and Conditions are governed in all aspects by the laws of England. Legal proceedings related to the matters set out in the Terms and Conditions shall be brought and adjudicated solely in the courts of the United States.
- 1.8 Nothing in these Terms and Conditions shall create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999.
2. Intellectual Property in the Website
- 2.1 NexGen Music is the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. These works are protected by copyright laws and international treaties. All such rights are reserved.
- 2.2 You may only access and use the Website for the purpose of submitting the Music File.
- 2.3 You may not use any part of the Website for commercial purposes without first obtaining a license from NexGen Music to do so.
- 2.4 Framing of the Website is only permitted with NexGen Music's express agreement and any stipulation on how the framing will be displayed or made available on any third party site shall be at NexGen Music's sole discretion. NexGen Music reserves the right to withhold consent for any reason and any failure to monitor or control each instance of framing shall not be considered a waiver of any of NexGen Music's rights. Any framing by a third party shall not imply endorsement or sponsorship of NexGen Music.
3. Intellectual Property in the Music File
- 3.1 You are the owner or the licensee of all intellectual property rights in the Music File.
- 3.2 By submitting the Music File you agree to grant NexGen Music a non-exclusive, fully pa and royalty free, sub-licensable and worldwide license to use, modify, display, perform, reproduce, communicate, and distribute the Music File on or through the Website. NexGen Music shall not acquire any right, title or interest to the intellectual property rights in the Music File, except as proved in this clause.
4.1 You may only use the Website for lawful purposes. You may not use the Website:
- (a) In any way that breaches any applicable local, national or international law or regulation;
- (b) In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- (c) For the purpose of harming or attempting to harm minors in any way;
- (d) To send or upload any material which does not comply with clause 4.2;
- (e) To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotion material or any other form of similar solicitation (spam);
- (f) To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other similar malicious code designed to adversely affect the operation of any computer software or hardware.
4.2 The Music File must not:
- (a) Contain any material which is defamatory of any person;
- (b) Contain any material which is obscene, offensive, hateful or inflammatory;
- (c) Promote sexually explicit material;
- (d) Promote violence;
- (e) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- (f) Sample any third party's music or infringe any copyright or trade mark of any third party without their express permission;
- (g) Be likely to deceive any person;
- (h) Be made in breach of any legal duty owed to a third-party, such as a contractual duty or a duty of confidence;
- (i) Promote any illegal activity;
- (j) Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
- (k) Be likely to harass, upset, embarrass, alarm or annoy any other person;
- (l) Be used to impersonate any person, or to misrepresent your entity or affiliation with any person;
- (m) Give the impression that it emanates from NexGen Music, if this is not the case; and
- (n) Advocate, promote or assist any unlawful act such as (by way of example) copyright infringement or computer misuse.
- 4.3 NexGen Music will determine, in its discretion, whether there has been a breach of clauses 4.1 and 4.2 through your use of the Website.
4.4 Failure to comply with clauses 4.1 and 4.2 constitutes a material breach of these Terms and Conditions and may result in NexGen Music taking all or any of the following actions:
- (a) Immediate, temporary or permanent withdrawal of your right to use the Website;
- (b) Immediate, temporary or permanent withdrawal of any or all Music Files uploaded by you to the Website;
- (c) Issue of a warning to you;
- (d) Legal proceedings against you for reimbursement of all costs on an indemnity basis (including administrative and legal costs) resulting from the breach;
- (e) Further legal action against you;
- (f) Disclosure of such information to third parties who claim that the Music File constitutes a violation of their intellectual property rights or their right of privacy as NexGen reasonably feel is necessary; and
- (g) Disclosure of such information to law enforcement agencies as NexGen reasonably feel is necessary.
These actions are not limited and NexGen Music may take any other action as it reasonably deems appropriate.
5. Data Protection and Privacy
- 7.1 Each party represents and warrants that it has the full power and authority to agree to these Terms and Conditions, to fully perform their obligations and to grant the rights granted.
7.2 You represent and warrant that:
- (a) you own the intellectual property rights in the Music File submitted by you or otherwise have the right to grant the license set forth in clause 3.2 and that the submitting of the Music File and its use by NexGen Music does not and will not violate the intellectual property rights of any third party;
- (b) the ownership of the intellectual property rights in the Music File is not subject to any dispute, obligation or third party interest which may prevent or restrict in any way the exploitation of the Music File as set out in clause 3.2;
- (c) the Music File submitted by you complies with clause 4.2; and
- (d) the Music File submitted by you will not contain or originate any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other similar malicious code designed to adversely affect the operation of any computer software or hardware.
- 7.3 NexGen Music does not represent or warrant that the Website will be error free or that the service proved by the Website will be uninterrupted. In particular NexGen Music does not warrant delivery of the Music File to end users by means of the Website.
8.1 You shall indemnify (and keep fully and effectively indemnified) and defend NexGen Music, its associated companies, directors, officers, employees, agents, contractors and licensees from any and all claims, demands, causes of action, debt or liability, including awards of damages, costs and settlements and legal fees ("Losses") incurred in connection with any third party claim:
- (a) arising from breach of the representations and warranties set out in clauses 7.1 and 7.2; or
- (b) that the Music File is or contains any content that is defamatory, obscene or otherwise in breach of or encourages breach of any applicable law, regulation or code of practice.
9. Limitation of Liability
9.1 Nothing in these Terms and Conditions shall exclude or limit either party's liability for:
- (a) death or personal injury;
- (b) fraud or fraudulent misrepresentation;
- (c) breach of any implied conditions as to title or quiet enjoyment; or
- (d) the indemnities under clause 8.
- 9.2 Subject to the express warranties set out in clause 7, NexGen Music expressly excludes all conditions, warranties and other terms that might be otherwise implied by statute, common law or the law of equity.
9.3 Subject to clause 9.1, neither party shall be liable for:
- (a) any economic losses (including, without limitation, loss of revenue, profit, contracts, data, business, anticipated savings or cost of substitute services);
- (b) any loss of goodwill or reputation;
- (c) any special indirect or consequential losses; or
- (d) any other loss arising in contract, tort or otherwise out of or in connection with these Terms and Conditions.
- 9.4 NexGen Music shall not be liable for any damage to the Music File and will not return the Music File to you.
- 10.1 You shall not assign or otherwise transfer your rights or delegate your obligations under these Terms and Conditions in whole or in part without the prior written consent of NexGen Music.
- 10.2 NexGen may sub-contract or assign or transfer any of its obligations or rights under these Terms and Conditions in whole or in part at its sole discretion.
11. Your concerns
If you have any concerns about material which appears on the Website or these Terms and Conditions, please contact info (at) nexgenmusicgroup.com .
Thank you for using the Website.