Terms and Conditions of Use
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SOUNDSTREAMS CANADA LTD. (“SOUNDSTREAMS”). YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOUNDMAKERS.CA WEBSITE AND/OR THE SOUNDMAKERS DIGITAL APPLICATION (THE WEBSITE AND THE DIGITAL APPLICATION, COLLECTIVELY ARE HEREAFTER REFERRED TO AS THE “WEBSITE”). BY ACCESSING, BROWSING, SUBSCRIBING TO OR OTHERWISE USING THE WEBSITE, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE, YOU MAY NOT USE THE WEBSITE. IF AT ANY TIME THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE NO LONGER ACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE WEBSITE. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SPECIFIC AREAS OF THE WEBSITE MAY ALSO BE POSTED IN SUCH AREAS AND, TOGETHER WITH THESE TERMS AND CONDITIONS, GOVERN YOUR USE OF THOSE AREAS. THE WEBSITE IS FOR CONVENIENCE AND INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO CONVEY ADVICE OR RECOMMENDATIONS.
2. Restriction on Use
Except for public domain material, all content and material on and/or forming part of the Website, including without limitation, all sound recordings, text, information, links, images, graphics, animation, video content, trade-marks, trade names and the design and arrangement thereof, and all source code and software (collectively referred to as the “Content”) are protected by copyright, trade-mark and/or other laws and are owned or controlled by Soundstreams or its licensors. All rights not expressly granted to you in this Agreement are reserved. The Content is provided to you for personal and non-commercial purposes only. Except as expressly provided in Section 3 herein, you agree not to reproduce, make derivative works of, distribute, republish, post, upload, transmit, communicate, sell, broadcast or otherwise make available any of the Content, including without limitation, by caching, framing, linking or similar means, without the prior written consent of Soundstreams. Unless otherwise indicated on the Website or in Section 3 herein, you are permitted to download and print a single copy of any of the Content for your personal and non-commercial use only, provided that you maintain all copyright, trade-mark and other proprietary notices. Reproduction of the Content for any purpose other than for your personal and non-commercial use violates these terms and conditions and the intellectual property rights of Soundstreams and its licensors.
3. Samples of Sound Recordings
Notwithstanding Section 2 herein, you are permitted to download and/or stream copies of any of the sound recordings labelled as a “Sample” on the Website (each, a “Sample”) for the following non-commercial purposes only:
a) to listen to a Sample;
b) to reproduce, publicly perform and communicate to the public by telecommunication Samples, including without limitation by emailing Samples to others and by uploading Samples to any website or other digital or mobile application or platform (such as Facebook, Twitter and Google +);
c) to authorize recipients of the emails and users of the websites, applications and/or platforms referred to in subparagraph 3b), as applicable, to reproduce, publicly perform and communicate to the public by telecommunication the Samples for non-commercial purposes only;
d) to edit, reproduce, and/or juxtapose a Sample, and any part thereof, with other material in the creation of original content (“User-Generated Content”) in accordance with the Website’s instructions and/or guidelines; and/or
e) to upload User-Generated Content (containing Samples) to the Website.
For greater certainty, you agree not to distribute, publish, post, upload, transmit, communicate, broadcast or otherwise make available any User-Generated Content, or part thereof, to any website or other mobile or digital application or platform other than the Website.
4. Prohibited Conduct
Prohibited conduct includes, without limitation:
(a) selling or offering to sell any Sample or User-Generated Content;
(b) distributing, publishing, posting, uploading, transmitting, communicating, broadcasting or otherwise making available User-Generated Content, or any part thereof, to any website or other mobile or digital platform or application other than the Website;
(c) modifying, translating, reverse engineering, decompiling, disassembling the Website, the Content or any part thereof;
(d) renting, leasing, sublicensing or transferring any rights in the Website or the Content;
(e) removing any proprietary notices or labels on the Website or the Content;
(f) violating, plagiarizing or infringing on the rights of Soundstreams or any third party, including copyright, trade-mark, privacy, contractual or other personal or proprietary rights;
(g) any unauthorized use of the Content (including use on any other website or networked computer environment); and
(h) engaging in any conduct which Soundstreams, in its sole discretion, determines to be detrimental to its interests, including, without limitation, acting in a manner contrary to this Agreement, or intentionally interfering with the Website or Soundstreams’ computer systems.
Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws.
(a) No Warranties
THE WEBSITE AND THE CONTENT AND ANY PRODUCTS AND SERVICES DESCRIBED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW, SOUNDSTREAMS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT OF PROPRIETARY RIGHTS, AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. SOUNDSTREAMS DOES NOT WARRANT THAT THE WEBSITE OR ANY PRODUCTS OR SERVICES DESCRIBED THEREON WILL BE UNINTERRUPTED OR ERROR‑FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOUNDSTREAMS DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY OPINIONS, ADVICE, SERVICES, MERCHANDISE OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. IN NO EVENT WILL SOUNDSTREAMS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.
(b) Linked Sites
Soundstreams shall have no responsibility or liability to you in connection with third party websites accessible by links posted on the Website (“Linked Sites”). Access to Linked Sites is at your own risk and Soundstreams is not responsible for the availability, accuracy or reliability of the contents of any Linked Site or any link posted on a Linked Site. Soundstreams provides links to you only as a convenience, and the inclusion of a link does not imply endorsement of the Linked Site or any products, services, materials or statements contained or referred to thereon by Soundstreams.
6. Limitation of Liability
You agree that Soundstreams and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees shall not be liable to you for any damages of any kind arising from your use of the Website, any products or services described thereon or any Linked Sites or your reliance on any Content. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including, but not limited to, direct, indirect, special, incidental, consequential or punitive damages. In no event shall Soundstreams’ total liability to you for all damages, losses, and causes of action, whether in contract, tort (including but not limited to negligence) or otherwise, exceed the sum of ten dollars in Canadian funds.
You agree to indemnify, defend and hold harmless Soundstreams and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including reasonable legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party, including without limitation the owner of rights in and to a Sample. Soundstreams reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Soundstreams.
Soundstreams may, in its sole discretion, terminate or suspend your access to all or part of the Website or the Content for any reason, including, without limitation, your breach of the Agreement or transmission of any unsolicited advertising materials.
By submitting content, including without limitation, User-Generated Content, comments, remarks, suggestions, ideas, graphics, or other information, to any area of the Website (collectively referred to as “Submissions”), you grant Soundstreams and its affiliates a royalty‑free perpetual, irrevocable, transferable, non‑exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, display and otherwise use such Submissions, in whole or in part, worldwide in all manner and media (whether now known or later developed). Without limiting the generality of the foregoing, Soundstreams will not be required to treat any Submission as confidential and will be entitled to use the Submissions, or any part thereof, for any non-commercial or other purposes whatsoever (including without limitation, product or advertising ideas) without compensation or liability to you or other persons submitting a Submission. You represent and warrant that you have, or the third party holder of the moral rights in your Submissions has, completely and effectively waived all such rights and that you have the lawful right and authority to grant the licence granted herein. You also authorize any user of the Website to access, display, view, store and reproduce such content for personal use. You also represent and warrant that none of your Submissions violate the rights of any third party, including copyright.
You agree not to submit, publish, transmit, display, disseminate or otherwise communicate any libelous, defamatory, inaccurate, abusive, threatening, offensive, infringing or illegal material while connected to or otherwise using the Website, including without limitation in your Submission(s). Transmission of such material shall constitute a material breach of this Agreement. Soundstreams does not and cannot review every Submission posted by users and is not responsible for, nor does it endorse, such Submissions. You acknowledge that any Submission may be edited, removed, modified, published, transmitted and displayed by Soundstreams or the administrators of the Website, in their sole discretion. You acknowledge that you remain solely responsible for the content of your Submissions, including the legality, reliability, appropriateness and originality thereof.
All sessions on the Website are secured using Secure Socket Layer (SSL) encryption or current standard. The servers hosting the Website are protected by sophisticated firewall hardware and software, and are physically located in secured facilities. You may be issued a user name and password (collectively, your “account”) in order to access certain sections of the Website and/or certain products and services available through the Website. You are responsible for maintaining the confidentiality of your account, and for all activities that occur through the use of your account. You agree to: (a) immediately notify Soundstreams of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Soundstreams will not be liable for any loss or damage arising from your failure to comply with this section. You may be issued a new password or required to change your password from time to time.
11. Jurisdictional Issues
Access to the Website and the Content is not permitted where prohibited by law. If you choose to access the Website, you do so on your own initiative and are responsible for compliance with applicable laws.
This Agreement and your use of the Website shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Toronto in the Province of Ontario. You agree not to bring any legal action against Soundstreams in any jurisdiction except the Province of Ontario and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between you and Soundstreams in connection with your use of the Website. Your use of the Website is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and Soundstreams other than that of independent contractors.
13. Updates and Amendments
Soundstreams reserves the right, at its sole discretion, to change, modify or amend this Agreement, or add or remove portions of the Website and any products and services described thereon, at any time and you agree to be bound by such changes, modifications, additions or deletions. The current version of this Agreement will be posted on the Website at all times. Please check back frequently to see any updates or changes to this Agreement. Your continued use of the Website following the posting of changes will constitute your agreement to be bound by such changes.