These Website Terms and Conditions (the “Terms”)—together with the other documents referenced and linked below (collectively, the “Agreement”)—describe your rights and responsibilities concerning your receipt of online services offered by Total Media Tracks (“Total Media Tracks”), including the licensing of music, via the website www.totalmediatracks.com (collectively, the “Services”).
Your use of the Services, including through a visit of the www.totalmediatracks.com website (the “Website”), whether as a visitor to the Website, a licensor of music to Total Media Tracks or a as a licensee of music from the Website, constitutes your acceptance of this Agreement and any additional terms presented in connection with certain services (“Additional Terms”). Additional Terms will apply should you choose to license music to Total Media Tracks or license music from the Website. In the event of conflict between this Agreement and the Additional Terms, the Additional Terms shall apply. Please take the time to review the Agreement and any Additional Terms, if applicable, carefully.
If you do not agree with some or all of these terms, do not use the Website.
Last revised May 4th, 2017
The Services are provided by Total Media Tracks. Total Media Tracks can be contacted at Suite 990 – 1085 Howe Street, Vancouver, BC V6Z 1P6, Canada. Questions about our Services, or regarding your rights and responsibilities under this Agreement, can be directed to firstname.lastname@example.org. In this Agreement, the terms “we”, “our” and “us” refer to Total Media Tracks.
We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time. We will notify you of any changes to this Agreement by posting notice of such changes on the Website. You agree that we have this right, and that your continued use of the Services following notice of such change means that you agree to and accept the amendments. If you do not agree, you must immediately stop using the Services, and notify us that you are terminating this Agreement.
Although Total Media Tracks uses reasonable commercial efforts to ensure that the information contained on the Website is accurate, Total Media Tracks does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on the Website.
You hereby represent and warrant that, and you may use the Services and the Website only if, you:
Notwithstanding anything else contained herein, we reserve the right to refuse to provide Services or access to the Website, to anyone at any time for any reason.
All of the content on or made available via the Website, including without limitation all of the page headers, images, illustrations, graphics, audio sound recordings, musical compositions, photographs, artwork, illustrations, video clips, multimedia clips, user interfaces information, lyrics, computer code and text and the design, look and feel and arrangement of the Website (collectively the “Materials”) is the property of us or our licensors—as are all related trade-mark, copyright, patent and/or other intellectual property rights.
The Materials are protected under copyright, trade-mark and other laws of Canada and other countries, and Total Media Tracks owns all copyright in the selection, co-ordination, arrangement and enhancement of the Materials. You must not alter, delete or conceal any notice of ownership on the Website, including but not limited to any copyright, trade-mark or other notices, on any Materials that you license from us or display or reproduce from the Website. Except as permitted in the Additional Terms, you may not reproduce, modify, display, perform, publish, distribute, share or create derivative works from any of the Materials. Any unauthorized use of the Materials will be prosecuted to the fullest extent of the law.
Total Media Tracks is a trade-mark and/or trade name of JAG Media Group, Inc. All other company names, brand names, trade-marks and logos are the property of their respective owners. No part of the Services will be construed as granting any license or right to use any trade-marks (whether by implication or otherwise), including our trade-marks, except with the express written permission of us or such other party that may be the owner thereof.
In using the Services, you will at all times act reasonably, and in good faith.
You may view the Materials on the Website or use such Materials as permitted in the Additional Terms. Any use of any of the Materials (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above. The Materials may not be used, co-opted, copied, modified, distributed, republished, exploited commercially, or posted in or on any public or other social media threads in any manner whatsoever without the prior express written consent of Total Media Tracks. In any event where such prior express written consent is obtained from Total Media Tracks, it is hereby agreed and understood that Total Media Tracks shall retain all rights and title to and ownership of the Materials including the materials covered by such consent and shall, furthermore, retain authority to revoke such consent and issue notices to have any and all offending content, materials, and references to Total Media Tracks and the Materials removed, deleted, or destroyed. Total Media Tracks may issue notices by way of any mode or means of communication; such mode and/or means shall be deemed sufficient notice of demand.
Without limiting the foregoing, you must not frame, mirror, scrape, or mine any of the Materials except with our prior written consent. You may not use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Materials. You may not, whether directly or indirectly, use any device, software or routine or otherwise interfere or attempt to interfere with the proper working of the Website. You will not take any action that places a disproportionately large load on the infrastructure of the Website.
You must not submit, publish or otherwise disseminate to Total Media Tracks or through the Website anything which: (a) defames, libels or invades the privacy of any person; (b) is obscene, pornographic, abusive, threatening, libellous, fraudulent or harassing; (c) infringes on any intellectual property or other rights (including confidentiality) of any person or entity; (d) has contaminating or destructive properties (i.e. software viruses); (e) violates any law; (f) advocates or describes any illegal activity; (g) adversely reflects on Total Media Tracks, Total Media Tracks’s goodwill, reputation or name; or (h) advertises or solicits funds for goods or services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials.
We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.
In addition to any other rights or remedies available to us, in our sole discretion we may terminate or restrict your access to this Website, the Materials or any component thereof at any time, without notice or liability to you.
Total Media Tracks may conduct promotions or contests (“Contests”) on the Website. Each such Contest may have additional rules (“Rules”) which shall be posted on the Website. The Rules shall be deemed to form part of this Agreement. In the event of any conflict between the Rules and this Agreement, this Agreement will prevail.
The Website may contain links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Total Media Tracks of the linked web site or information contained therein. Your use of such sites and your dealings with the owners or operators thereof are at your own risk. You may not link any website to the Website, without our prior written permission.
The Website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.
The Website and all Materials are provided “as is”, “where is”, “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, TOTAL MEDIA TRACKS, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, MEMBERS AND SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, ITS CONTENTS AND ALL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that any of the Materials are accurate, complete, reliable, useful, timely or current or that the Website will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to, use of, or browsing on the Website or your downloading of any Materials, or inability to do any of the foregoing. We make no representation that the Materials provided on the Website is applicable or appropriate for use in locations outside of Canada.
Your use of this Website is undertaken at your own risk. Under no circumstances will Total Media Tracks, our affiliates or agents be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of this Website, your reliance on any Materials, or any consequences flowing therefrom. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
If you are dissatisfied with the Website, any Materials or with this Agreement, your sole and exclusive remedy is to discontinue using the Website.
You agree to indemnify and save harmless Total Media Tracks, our affiliates, and their respective directors, officers, agents, members and suppliers (in this section, "we" and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use of the Website, the Materials or your breach of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any Services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive termination of this Agreement and your cessation of use of the Website.
This Agreement and your use of the Services (including access to the Website) will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Services (including access to the Website) will be deemed solely based in the Province of British Columbia, Canada; and that the Services and the Website will be deemed to be passive in nature and not giving rise to personal jurisdiction over Total Media Tracks in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Services and this Agreement. However, you agree that nothing herein precludes Total Media Tracks’s application for injunctive remedies or other urgent legal relief in any jurisdiction. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement or the Services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.
Use of the Services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Services may be illegal or prohibited. Those who choose to access the Services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Total Media Tracks may provide notifications (whether required by law, for authorized marketing or business related purposes) to you via email notice or through conspicuous posting of such notice on the Website, as we may determine in our sole discretion.
No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
The provisions of this Agreement will enure to the benefit of and be binding upon each of Total Media Tracks and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without our express prior written consent which may be withheld in our sole discretion. We may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.
The provisions of Sections 6 and 7, and 11-22 will survive termination of the Agreement, howsoever occasioned.
This Agreement, and any rights granted herein, may not be transferred by you, but may be assigned or transferred by Total Media Tracks without restriction.
This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of the Services and Materials, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No Total Media Tracks employee or agent has the authority to vary this Agreement.