Terms and Conditions and End-User License Agreement
DMDS TERMS AND CONDITIONS OF USE PLEASE READ CAREFULLYBy logging onto the DMDS website you acknowledge acceptance of these Terms and Conditions of Use.
Ⅰ. RECIPIENT USE OF DMDS
DMDS allows you access to media and related promotional materials (herein collectively referred to as “Materials”) solely on the terms set out herein. You agree to use DMDS only for these purposes, and will not:
- permit individuals who are not authorized users to access the DMDS website, or to use the Materials contained on it;
- download or use the Materials for any purpose not licensed herein; or
- modify, translate, distribute or create derivative works from the Materials;
GRANT OF LICENSE
Under the terms and conditions of use set out below, YANGAROO grants to you, a non-exclusive, non-transferable license in connection with the professional operations of your organization:
- to access the DMDS website to preview and to download the Materials strictly for professional review purposes;to use the DMDS software and its related components as they may vary from time to time (herein the “DMDS Software”);
Use of the DMDS website and the DMDS Software is restricted to authorized users as determined by YANGAROO. As part of the first log-in procedure, YANGAROO will verify the identity information provided by you. YANGAROO reserves the absolute discretion to revoke your right of access at any time and for any reason whatsoever.
NO RIGHTS GRANTED
Nothing in these Terms and Conditions of Use shall be construed as conferring on you any right, title, or interest in or to any software, documentation or any intellectual property embodied in or used in connection with the DMDS Software and/or the DMDS website. The Materials contained on the DMDS website are protected by copyright and trademark laws. DMDS is not authorized to and does not license or transfer any rights or ownership in the Materials or copies thereof or to the trademarks or copyrights therein to you. You may not modify, reproduce, republish, post, transmit or distribute the Materials without the consent of the copyright owners. You may print the promotional materials for promotional purposes only, but you must include any copyright notice originally included with such materials on all copies. Notwithstanding anything to the contrary in this Agreement, the only license or permission granted to any commercial radio station or other broadcasting undertaking (a “broadcasting undertaking”) with respect to Media (as defined below) under this Agreement is to access the DMDS website in order to download Media as permitted under and in accordance with a separate written license from the copyright holder or as permitted in accordance with the terms of a valid and subsisting tariff certified by the Copyright Board of Canada. No ownership or license to any Media or to copies of Media is granted to the said entities hereunder for any purpose including to download or stream it, make or use any copies, add copies to a play list, or to communicate Media to the public by telecommunication, or for any other broadcast purpose.
YANGAROO makes no warranties with respect to the Materials. YANGAROO does not control the content of the Materials and, as such, does not guarantee the legality, accuracy, completeness, integrity or quality of the Materials. Without limitation, YANGAROO shall not be liable for damage to your computer hardware, data, information, or to your business resulting from your use of the Materials or from your use of the Internet in general. You and not YANGAROO are entirely responsible for, and liable in respect of, the Materials that you download via DMDS.
As a recipient of Materials via DMDS, you acknowledge the necessity of preserving the integrity of media distribution through DMDS and agree to assume strict liability for the use of the Materials accessed by you. You agree that the improper use of Materials by you will cause YANGAROO and its client companies irreparable harm. You further agree that in the event of your improper use of DMDS, YANGAROO may, in its absolute discretion, revoke this license, terminate your access to DMDS and pursue all remedies available in law or equity. In addition, you agree to indemnify YANGAROO and hold it harmless against any liability, claim, cost or damages arising out of or in connection with any breach by or through you of these Terms and Conditions of Use.
Ⅱ. CONTENT OWNER/SENDER USE OF DMDS
YANGAROO Inc. (“YANGAROO”) welcomes you to the DMDS web site (the “Site”) and asks that you review the following terms and conditions (“T&C”) relating to the operation and use of the Site.
GRANT OF LICENSE
The Site provides you with the Digital Media Distribution System (DMDS) – a means of delivering to radio and television broadcasters, music reviewers, and other authorized users your audio, video, image, and document files including music, music videos or sound recordings and their related meta-data (“Media”) via downloading and streaming from the Site (the “Service”).
You warrant that all registration information that you provide (“User Information”) is accurate and complete. You agree to update promptly any User Information as and when it changes, failing which YANGAROO reserves the right to suspend or terminate your account.
THIRD PARTY LICENSE
By uploading Media to the Site, you grant YANGAROO a no-charge, non-exclusive license to permit the download and/or stream of such Media by users authorized by you, other than broadcasting undertakings, solely for the purpose of providing the Service and subject to the limitations and restrictions set out above in the ‘Recipient’ portion of these terms and conditions (Grant of License, No Rights Granted, and Recipient use of DMDS).
PROHIBITED USE OF DMDS
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Media communicated through the Service; upload to the Site any Media that you do not have a right to communicate by telecommunication or that infringes upon any right of any third party; or upload to the Site any material that contains software viruses, “worms”, “trojan horses” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
You agree to indemnify and hold YANGAROO and its subsidiaries, affiliates, agents, representatives, employees, directors, officers or partners harmless from any claim or demand including, without limitation, reasonable legal fees, made by any third party due to or arising out of any Media you upload to the Site, your use of the Service, your connection to the Service, your violation of these T&C or your violation of the rights of any party.
LIMITATION OF LIABILITY
YANGAROO and its subsidiaries, affiliates, agents, representatives, employees, directors, officers and partners are not liable for any damages (including, without limitation, any lost revenues, profits, opportunities or prospective economic advantages), arising out of or in connection with any engagement by you in any of the prohibited uses.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided on an “as is” and “as available” basis. YANGAROO makes no warranty that the service will meet your requirements or that the service will be uninterrupted, timely or error-free.
Upon uploading Media to the Site or otherwise using the Service, you acknowledge that you are entering a binding agreement to engage YANGAROO for the Service according to these T&C and that you will be responsible to pay for any transactions made by you at the then current transaction cost. Late or overdue payments shall carry an interest rate of prime plus 2% per annum, calculated and payable monthly. YANGAROO reserves the right to restrict or terminate your use and access to the Site if you do not settle your account in full as agreed. You shall be responsible for the payment of any taxes associated with using the Service.
MEDIA RETENTION POLICY
Unless an express agreement exists between Yangaroo and the Content Owner, the following general media retention policy applies for all media uploaded to DMDS.
Audio: Audio media sent to broadcasters will remain available for one (1) year from the date of upload.
Video: Video media sent to broadcasters will remain available for six (6) months from the date of upload.
Content Owners will be provided notice when media is moved to an Offline status and will be provided the opportunity to purchase additional storage time. All Release/Order and media information, including images and metadata will remain online and visible to the broadcasters so they can easily request re-delivery if required.
YANGAROO may terminate your password, account or your use of the Site or Service, or remove and discard any Media, if YANGAROO believes that you have violated or acted inconsistently with the letter or spirit of these T&C. YANGAROO may also in its sole discretion and at any time discontinue providing the Service, or any part YANGAROO shall not be liable to you or any third-party for any termination of your access to the Service.
The Site, the Service, DMDS and the related software are, contain, and/or use intellectual property that YANGAROO either owns or has the right to use. You may not use any of this intellectual property without the prior written consent of YANGAROO. You agree not to reproduce, copy, duplicate, sell, resell or exploit any part of, use of or access to the Service, Site or DMDS.
These T&C constitute the entire agreement between you and YANGAROO and govern your use of the Service and supersede all other agreements and understandings. You agree that all matters relating to the access to, or use of, the Service or Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
For questions about these Terms please contact us as follows:
67 Mowat Ave., Suite 535
M6K 3E3, Canada