Ts & Cs
Terms and conditions for the use of the SupaSonic website
Last amended on: 12/1/2012
Please read these terms and conditions carefully before using the SupaSonic website. They contain important information about your rights and obligations. You can print out these terms and conditions by clicking on the print icon on your browser.
Use of Website
- This page (together with the documents referred to on it) sets out the Terms & Conditions on which you may make use of the [SupaSonic.com] website (the Site), whether as a guest or a registered user, and the terms applicable to the sale of goods or services through the Site.
- The Site is operated by SupaJam Limited (we / us / SupaSonic). We are registered in England and Wales under company number 6002310 and with our registered office address at 37 Warren Street, London, W1P 5PD.
- We may update these Terms & Conditions from time to time and will notify such changes to you by uploading them to the Site. You should review the Terms & Conditions periodically for changes.
- By using the Site you agree to be bound by these Terms & Conditions. If you do not agree to these Terms & Conditions then you may not use the Site.
Access and Availability
- Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the Site without notice. We will not be liable if for any reason the Site is unavailable at any time or for any period.
- If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You must notify us immediately of any unauthorised use of them or breach of security regarding the Site that comes to your attention.
- We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms & Conditions.
- You must not attempt to interfere with the proper working of the Site and, in particular, you must not attempt to circumvent security, tamper with or hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device via or connected to the Site.
Modifications to the Site
- We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Site or the content or services available through it, including your access to it. Unless explicitly stated to the contrary, any new features including new content and/or new features shall be subject to these Terms and Conditions.
- Please note that although we try to ensure that the content of the Site is accurate, the Site may contain typographical errors or other inaccuracies.
Information you provide to us
- Your privacy is important to us and we will only use the information we collect about you in accordance with the Data Protection Act 1998. We collect information about you for two reasons, firstly to process your registration and second, to provide you with an excellent service. The following applies to any information you provide to us, for example during your participation on the Site.
[In addition, the following also applies to all messages, e-mails, bulletin boards postings, ideas, suggestions, concepts or other material submitted by you to us (Message Content):
- you must own or have the right to submit Message Content for publication on the Site and all Content submitted by you must be legal, honest, decent and truthful and comply with all applicable laws, regulations standards and/or codes of practice;
- you must ensure that all Message Content submitted to us does not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other rights of any third party, nor be obscene, abusive, threatening or libelous of any person or be otherwise unlawful;
- you must ensure that the Message Content does not advertise or otherwise solicit for funds or is a solicitation for goods or services; and
- we have the right to monitor Message Content and may edit, reject or remove Message Content if we believe it does not comply with the above and, in particular, we reserve the right to block incoming emails and other Message Content if we believe that their content is or may be inappropriate or otherwise does not comply with the above.]
- [You grant us a non-exclusive, irrevocable, royalty free, worldwide licence to publish all Message Content that you submit to us. You have sole responsibility for the Message Content which you submit to us and you shall indemnify and shall keep us fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption (including legal costs and expenses and the cost of enforcement) suffered or incurred by us and arising directly or indirectly out of the publication of Message Content submitted by you to us.]
- You undertake that you will not use the Site for any purpose that is illegal or prohibited by these Terms and Conditions, including without limitation the posting, linking to or transmitting of any libelous, inflammatory or obscene material. If you breach these Terms and Conditions then your permission to use the Site terminates immediately without the necessity of any notice being given to you. We retain the right to deny access to any person who fails to comply with these Terms and Conditions.
Applicability of online materials
- You assume total responsibility and risk for your use of the Site and use of all information contained within it.
- We have used reasonable endeavours to ensure that the Site complies with UK laws. However, we make no representations that materials on the site are appropriate or available for use in locations outside the UK. Those who visit the Site from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our website and/or viewing of it, or use of any material or content on our Site or use of the SupaSonic services or products offered through the Site or the SupaSonic service, are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use the Site and you must exit immediately.
Copyright and monitoring
- We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. All product and company names and logos mentioned in the Site are trade marks, service marks or trading names of their respective owners, including us.
- Any use of any part of the materials on the Site for commercial purposes is subject to the Special Terms and Conditions set out in sections 12 onwards below.
- [If you breach these Special Terms and Conditions, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made using the SupaSonic service.]
- We respect the intellectual property rights of others and we ask our users to do the same. If you believe that any of your intellectual property rights have been infringed on the Site, please email email@example.com to report the problem.
- You may link to our homepage, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.
- The Site provides links to other websites for your information. We make no representations whatsoever about any other websites which you may access through the Site or which may link to the Site. When you access any other website you understand that it is independent from us and that we have no control over the content or availability of that website. In addition, a link to any other website does not mean that we endorse or accept any responsibility for the content, or the use of, such a website and we shall not be liable for any loss or damage cause or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource. Any concerns regarding any external link should be directed to its website administrator or web master.
Viruses, hacking and other offences
- You must not misuse the Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
- By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.
- We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any material posted on it, or on any website linked to it.
- Save as otherwise required by any statutory provision, we exclude all express or implied terms, conditions, warranties representations or endorsements whatsoever with regard to any information featured as part of the SupaSonic service, the Site or any information or service provided through the Site.
- We will do our best to ensure that all materials and information published on the Site are accurate, but please note that all content, materials and information on the Site are provided on an “as is” basis and you assume total responsibility and risk for your use of the Site and use of all information contained within it.
- We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of the Site or the SupaSonic service, we accept no liability for this loss or damage whether due to inaccuracy, error, omission or any other cause and whether on our part or our servants, agents or any other person or entity.
- You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Site and is compatible with the Site. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from the Site will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
- You acknowledge that we cannot monitor at all times Message Content on the Site. We shall have no liability for any content or other posting on the Site which is offensive, defamatory, obscene or otherwise inappropriate. However, we shall upon notification of any such material immediately remove the same.
- The limitations and exclusions in this clause do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.
- We may assign, transfer, novate or subcontract any or all of our rights and obligations under these terms and conditions at any time.
- If any provision or term of these Terms and Conditions shall become or be declared by any competent authority to be illegal, invalid, unlawful or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them (and the remaining terms and conditions shall continue to be valid to the fullest extent permitted by law).
- These Terms and Conditions and your use of the Site and the SupaSonic service are governed by English law and you submit to the exclusive jurisdiction of the English courts.
- Where a we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials any obligations in respect of these Terms and Conditions we may have shall be postponed for the period that the circumstances continue.
- Failure or delay by any person enforcing an obligation or exercising a right under these Terms and Conditions does not constitute a waiver of that obligation or right.
- These Terms and Conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- No partnership or agency is created by your registering with SupaSonic and neither you nor we shall represent otherwise.
All notices and general comments about the Site should be sent to us via e-mail at firstname.lastname@example.org or by post at SupaJam Limited, 37 Warren Street, London W1P 5PD. In the event we need to notify you, we shall do so at either the e-mail or postal address you provide during the registration process.
Special Terms and Conditions: Licensees
- If you wish to licence any Licensed Materials via the SupaSonic service, the provisions of sections 13 to 22 inclusive shall apply
In these Terms and Conditions, the following terms shall have the following meanings:
“Audio Products” means any product in any format or media now known or hereafter devised, embodying the Licensed Materials including, without limitation, audio cassettes, video cassettes, video tapes, video discs, CD-ROM, DVD, DVD-ROM and digital downloads;
“Broadcast” means to cause or allow others to cause the performance, telecast, broadcast, transmission, streaming, download, exhibition or distribution of the Sync Licensed Material;
“Collection Societies” means any performing, mechanical or other rights society that collects and administers royalty payments on behalf of music publishers, writers and performers;
“Composition” means that portion of the musical composition(s) embodied on the Master Recordings (including but not limited to the titles, words, lyrics and music thereof);
“Copy” means to duplicate or otherwise make copies of the Product solely for the purpose of Broadcasting the Product in all languages and formats;
“Edit” means use by the Licensee of less than an entire Master Recording, including (without limitation) any editing, looping, enhancing or modifying of the Master Recordings, any conversion of the Master Recordings into any digital or analogue format as required to incorporate the Master Recordings into the Product provided that such use: (i) shall not alter the fundamental nature of the portion of the Master Recording being used in any material manner; and (ii) shall not give right to any intellectual property ownership rights or claims on the part of the Licensee in or to the resultant edited Master Recording;
“Licensed Material” means the sound recordings (the “Master Recordings”) and the Compositions offered for licensing by SupaSonic and selected for use by the Licensee as identified in the Order Details;
“Licensee” means the person or entity purchasing a licence of the Licensed Material as identified in the Order Details;
“Order Details” means the information submitted to us by the Licensee once an offer is made to licence any Licensed Material in accordance with these Terms and Conditions;
“Product” means the production or programme embodying the Sync Licensed Material as identified in the Order Details;
“Synchronise” means to couple and/or synchronise, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with the Use;
“Sync Licensed Materials” means Licensed Material that has been Synchronised;
“Term of Use” shall mean the period of time identified in the Order Details, during which time the Licensee may exercise the rights granted to it in respect of the Licensed Materials, as set out below;
“Territory” shall mean the territory as identified in the Order Details; and
“Use” shall mean the specific use and for the specific duration identified in the Order Details.
Grant of licence
- Each order placed by the Licensee shall be deemed to be an offer by the Licensee to licence the Licensed Materials subject to these Terms & Conditions and any additional terms and conditions notified to you by us. No order shall be deemed to be accepted by us until we issue an email acknowledgement of order. The licence granted to the Licensee under these Terms & Conditions will relate only to the Licensed Material notified in the email acknowledgement of order.
- Subject to acceptance of any order from a Licensee by us, we grant to the Licensee for the Term of Use and in the Territory, a non-exclusive, non-transferable right to use, Edit and Synchronise the Licensed Materials, and to Copy and Broadcast the Sync Licensed Materials. As set out in section 19 below, the rights granted under these Terms & Conditions may be subject to rights held by Collection Societies.
- Use of the Licensed Materials is strictly limited to the Use, Term of Use, Territory and any other restrictions specified in these Terms and Conditions and/or the Order Details. Licensed Materials shall not be used contrary to the Order Details or these Terms and Conditions.
- The Licensee may use the Sync Licensed Materials as part of the Product to advertise or promote the Product, provided that the Licensed Material is not separated from the original Product.
- Acceptable Use examples
- To clarify various types of permitted uses of Licensed Materials, here are some examples of acceptance uses:
- Soundtrack for motion picture production, trailer, preview, intro, extro or header
- Soundtrack for TV show production, trailer, preview, intro, extro or header
- TV and radio advertising content or effect (for ad, donut, intro or content)
- Backing music for a web site or webcast
- Soundtrack for video games, electronic games, and computer games, whether distributed online, CD-ROM, DVD or via any other media
- Sound track embedded in electronic devices such as phones or other hardware
- Soundtrack for software applications, whether distributed online, CD-ROM, DVD or via any other media
- Embedded in a toy or product
- Corporate, theatre and competition use (live performances, presentations, seminars, meetings)
- Soundtrack for video production
- Soundtrack for student films, project films and other short video or multimedia productions, whether for personal or commercial use
- Small business professional local use (massage, therapy, dance studios or similar)
Restrictions and prohibitive uses
- The Licensee may not distribute, sell, lease, sub-lease, sub-license, share, assign, or otherwise transfer any of the Licensed Materials except as incorporated in the Product. The. Licensee may not Broadcast the Licensed Materials or make the Licensed Materials available in any medium intended to allow or invite any person or entity to download the Licensed Material alone or with any directions or instructions as to how the Licensed Materials may be extracted from the Product, or with any invitation, suggestion or authorisation that the Licensed Materials may be extracted from the Product.
- The Licensee may not alter or delete any “watermark” or other ordinarily imperceptible identifier embedded within the Licensed Materials.
- The Licensee may not claim ownership or authorship of any Licensed Materials and the Licensee shall not incorporate any Licensed Materials into a logo, trademark or service mark.
- The Licensee may not transfer, share or sub-license the licence granted to it under these Terms and Conditions.
- The Licensee shall not manufacture, distribute or sell Audio Products.
- The Licensee may not sell the Licensed Materials as cellphone ringtones.
- The Licensee shall not use the Licensed Materials for so called “covermount” use and any promotion to giveaway the Product free of charge to promote a third party product such as a magazine or newspaper is specifically excluded from the licence granted under these Terms and Conditions. In addition, the licence granted under these Terms and Conditions does not include the use of the Licensed Materials for audio-only uses (including but not limited to soundtrack compilation albums).
- The Licensee shall not use the Licensed Materials in any unlawful manner.
- In consideration of the grant of the licence under these Terms and Conditions, the Licensee agrees to pay to SupaSonic the amount set out in the order acknowledgement following submission of Order Details. If uses of the Licensed Materials require additional payment to Collection Societies, as set out in section 19, the Licensee shall be solely responsible for such payments.
- Purchases may be paid for by using a debit or credit card through PayPal, our online payment facility. All prices are in pounds sterling (£), and are payable in pounds sterling (£), plus any applicable taxes.
- [We do not generally provide refunds. The Licensee has the full opportunity to preview all Licensed Materials before a licensed is purchased. Once you have made a purchase and downloaded any LKicensed Materials, we have no way to remove any content from you that you may have downloaded. Consequently, all sales are final. Any requests for partial or full refunds are reviewed on a case by case basis at our sole discretion.]
- If any artist or record company receives a credit with respect to a Master Recording used in connection with the Product, the Licensee shall provide that such person is accorded a credit within the Product, where technically feasible and in accordance with customary industry practice in the following manner: “[Artist’s Name]/[Reference, if any]/SupaSonic” or as otherwise notified by us.
- No casual or inadvertent failure to accord such credits, and no failure of third parties to comply with their obligations to accord such credit, shall constitute a breach of these Terms and Conditions.
Collection Society Payments
- We have used reasonable efforts to ensure that we hold all rights in the Licensed Materials necessary to issue direct licences, inclusive of all performing rights, mechanical or other rights without the need for the Licensee to pay further royalties to any Collection Societies. However, we make no representation or warranty that the Licensee shall not be required to pay royalties to any Collection Societies due to exploitation of the Licensed Material in any jurisdiction, regardless of whether any contributor of the Licensed Material is a member of the applicable Collection Societies. It is for the Licensee to determine if such requirements exist in the applicable jurisdiction and is solely responsible for any such fees.
- Nothing in these Terms and Conditions shall be deemed to constitute a waiver of any fee which, as a result of use of the Licensed Materials by the Licensee, becomes due and payable to any Collection Society. The Licensee shall submit, or procure the submission of, any necessary filings including “cue-sheets” to any appropriate Collection Society in any part of the Territory in which the Product is to be Broadcast and shall take such action and do all such things as may be necessary, in keeping with common industry practice, to enable such Collection Societies to administer and monitor any fees payable to the owners of any intellectual property rights in the Licensed Material embodied in the Product.
Representations and warranties
- The Licensee represents and warrants to us that: (i) it has all necessary rights and authority to be bound by these Terms and Conditions; and (ii) if licensing the Licensed Material on behalf of a third party, the Licensee is authorised to act as an agent on behalf of such third party and has full power and authority to bind such third party to these Terms and Conditions, and the Licensee shall be bound and liable for any failure of such third party to comply with these Terms and Conditions.
- We warrant to you that: (i) we have all necessary rights and authority to be bound by these Terms and Conditions; and (ii) the Licensee’s use of the Licensed Material in its original form, when used in accordance with these Terms and Conditions, will not infringe upon the intellectual property rights of any third party.
- The Licensee indemnifies, saves, holds harmless and defends us and our directors, officers, employees and agents from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses, including reasonable legal fees and costs of enforcement, against or suffered by us and our directors, officers, employees and agents with respect to any matter that arises as a result of: (i) the Licensee’s use of Licensed Materials outside the scope of the licence granted under these Terms and Conditions; and (ii) any actual or alleged breach of, or failure to comply with, these Terms and Conditions by the Licensee (including, without limitation, claims from Collection Societies).
- The Licensee agrees to provide us with a prompt written notice of any claim which could give rise to the indemnification obligation set out above, and the Licensee shall have the opportunity to participate in the defense of such claim, at its sole expense, with counsel of their choice.
- Breach and termination
In the event of any breach by the Licensee we may at our sole discretion, revoke immediately the licence granted to the Licensee under these Terms and Conditions. Upon notice to the Licensee by us, the Licensee shall immediately: (i) cease using the Licensed Materials in any medium and any manner whatsoever; and (ii) if we so request, destroy or delete all copies of the Licensed Materials.
Special Terms and Conditions: Artists
Submission of Master Recordings and Compositions
- If you submit any Master Recording or Compositions or other content to be licensed to any Licensee via the SupaSonic service (the “Content”) to the Site the provisions of sections 13 and 23 to [ ● ] inclusive shall apply.
- You irrevocably grant us a non-exclusive right to make available the Content to Licensees in accordance with the terms of these Terms and Conditions including making any alterations to the Content technically required to make the Content available to Licensees. You also irrevocably grant us a non-exclusive right to collect all income generated from the licensing of the Content to any Licensee and to use the name, photographs and likenesses, artwork images, biographical and other details provided by you or the artists whose performances are embodied in the Master Recordings in connection with the SupaSonic service.
- You grant us the right to display any promotional material relating to the Content.
- You shall observe any further obligations as part of the registration procedure and / or the upload procedure with SupaSonic and you irrevocably consent to us retaining data relating to you on a database (which means information stored by us in electronic form relating your personal information) and dealing with such data for the purpose of marketing and perhaps exploiting the Content. All databases shall remain our sole property.
- You shall refrain from any act which would interfere with the exploitation of the rights granted to us under this section 23.
- We shall at all times have absolute discretion as to whether to make the Content available to users of the SupaSonic service or to continue or discontinue making the Content available to users of the SupaSonic service and as to the exploitation of the Content and the terms and conditions of promotion and advertising and all other related matters.
- It is your sole responsibility to ensure that you have registered any Content (as appropriate) with all applicable Collection Societies.
- You agree to fully indemnify us and keep us fully indemnified on demand against any liability, costs, damages or expenses whatsoever which we incur or suffer (including reasonable legal expenses and costs of enforcement) as consequence of your failing to register the music with a Collection Society or otherwise doing anything which places you in breach of any third party rights in relation to the Content.
Warranties and representations
You represent and warrant to us and to the Licensee that:
- you are the sole legal and beneficial owner of all intellectual property rights in the Content;
- the use of the Content by the Licensee as herein contemplated will not violate or infringe upon the intellectual rights or other rights of any person or entity including without limitation any right of privacy or right of publicity or moral right or performers’ right or performers’ property right or any other right of any nature;
- you have not entered into any arrangement which might conflict with the SupaSonic service and are not under any disability, restriction or prohibition which might prevent you from performing any of your obligations under these Terms and Conditions; and
- the Content: (i) is not libellous; (ii) does not contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory; (iii) does not promote any illegal activity; (vi) is likely to harass, upset, embarrass, alarm or annoy any other person; or (vii) shall not be used to impersonate any person, or misrepresent your identity or affiliation with any person.
- You will indemnify (on demand) and hold harmless each of the Licencee and us (and our respective directors, officers, employees and agents) (the “Indemnified Parties”) from any and all liabilities, losses, damages, costs and expenses (including legal fees and the costs of enforcement) arising out of or in consequence of any claim or action alleged or brought against the Indemnified Parties for infringement or breach of any of the covenants warranties representations undertakings or agreements by you contained in these Terms and Conditions arising from the use of the Content in accordance with these Terms and Conditions.
- You represent and warrant to us and to the Licensee that: