1. Record Company will deliver to zipDJ, the Materials in digital format (either by FTP transfer or CD), including such background written matter as deemed necessary by Record Company. zipDJ shall post the Materials for downloading by its members using an encrypted MP3 format (watermarking) reasonably compliant with the music industry’s secure digital music initiatives. All Materials shall be governed by this Agreement unless and until this Agreement is terminated as provided herein.
2. Record Company grants zipDJ full distribution rights under the terms of this Agreement throughout the World for the purpose of enabling Record Company to distribute one (1) copy of the Materials to each of the zipDJ members in accordance with the terms hereof. Each member shall be permitted to make not more than three (3) copies of the Materials downloaded and their use shall be restricted to a DJ’s own professional DJ business, including the promotion of his business via blogs, podcasts and any other means of promoting his services which Record Company acknowledges is also of promotional value to Record Company. All Materials and copies thereof shall remain the property of Record Company. Record Company represents and warrants that it has the full right to authorize the said distribution of the Materials, including the names, likenesses and biographical information of any recording artist associated with the Materials, and all copyrights, trademarks, service-marks, names, logos, or other intellectual property contained therein. Record Company will indemnify and save harmless zipDJ, its employees and agents, from and against all claims, demands, liabilities, losses and expenses, including, without limitation, reasonable legal fees and court costs, arising out of or in any way related to Record Company’s breach of the foregoing representations and warranties.
3. For greater clarity, except as otherwise expressly stated, this Agreement does not grant to zipDJ the rights for, nor permit zipDJ to authorize: (1) the public performance, reproduction, synchronization, license or sale of any musical compositions or recorded masters embodied in the Materials; (2) the public exchange of copies of the Materials using so-called file sharing technologies; or (3) the downloading, copying, or exchange of the Materials to or by non-members of zipDJ.
4. Record Company may direct zipDJ to provide on the zipDJ website, links to up to two (2) websites related to each sound recording embodied in the Materials. In the absence of such direction, zipDJ may provide reasonable links of its own selection.
5. Record Company acknowledges that the entire consideration for the rights granted hereunder is the promotional value of zipDJ making available the Materials to disc jockeys, radio programmers, journalists, A&R persons and other music professionals. zipDJ shall use its best efforts to protect against uses and abuses of the Materials by unauthorized persons; however, zipDJ shall in no event be responsible for any breach of applicable intellectual property laws by its members, nor shall zipDJ be liable to cause the return or destruction of Materials once distributed to its members.
6. This Agreement is governed by the laws of Ontario, Canada, without regard to its conflicts of law provisions; and you hereby consent to the jurisdiction and venue of the provincial courts located in Toronto, Ontario, Canada in all disputes arising out of or relating to the service. In addition, you hereby consent to the exclusive jurisdiction and venue of such courts for any action commenced by you against us (or our affiliates). Use of the service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 6. You shall not use the service in any manner contrary to local, provincial or federal law. zipDJ expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your service immediately upon notice for your failure to comply with any such local, provincial or federal law. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the service or information provided to or gathered by us with respect to such use. 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 provision 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 effect. This Agreement constitutes the entire agreement between you and us with respect to the service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY: RECORD COMPANY EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. zipDJ DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, zipDJ WEBSITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH zipDJ WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND THE SUITABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENETS AND ACCURACY OF THE INFORMATION, PRODUCTS AND RELATED GRAPHICS CONTAINED WITHIN zipDJ WEBSITE, SERVICE OR PRODUCTS. RECORD COMPANY HEREBY AGREES THAT zipDJ WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF zipDJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONTINUING VALIDITY: If any term or other provision hereof is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in party by reason of any applicable law or public policy, and such determination becomes final and non-appealable, such term or other provision will remain in full force and effect to the fullest extent permitted by law, and all other terms and provisions hereof will remain in full force and effect in their entirety. RIGHT TO AMEND: zipDJ RESERVES THE RIGHT TO MAKE CHANGES TO THIS SITE AND THESE DISCLAIMERS, TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE. THE PRIVACY STATEMENT CONTAINED HEREIN IS NOT INTENDED AS A CONTRACT OR AS CREATING ANY LEGAL RIGHTS, AND MAY BE AMENDED FROM TIME TO TIME.