AGREEMENT BETWEEN USER AND MANITOBA MUSIC INDUSTRY ASSOCIATION INC.
This Agreement. This Web Site Access and Use Agreement (the “Agreement”) is between you and Manitoba Music Industry Association Inc. (the “MMIA”), and contains terms and conditions pertaining to your use of the “www.manitobamusic.com” and www.aboriginalmusic.ca web sites (individually and collectively the “Web Site”). The Web Site is offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Web Site constitutes your agreement to all such terms, conditions, and notices. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE WEB SITE.
Modifications Of This Agreement. MMIA reserves the right to change the terms, conditions, and notices under which the Web Site is offered. Notification of changes will be posted on the Web Site, and you are responsible for regularly reviewing these terms and conditions.
ACCESS AND LIMITATIONS OF USE
Grant of Access. This Agreement provides you with a non-exclusive grant of access to and use of the Web Site at the sole discretion of MMIA and subject to your continuing compliance with the terms and conditions of this Agreement.
Right To Restrict Access. MMIA reserves the right to change, suspend, or discontinue any aspect of its Web Site at any time, including the availability of any feature, database or content contained in the Web Site. MMIA may also impose limits on certain features and services or restrict your access to parts of or all of the Web Site without notice or liability. MMIA reserves the right in its sole discretion to correct any errors or omissions in any part of the Web Site.
Web-Site Content. All Web-Site content is provided to you on an “AS IS” basis. You understand that the Web Site contains content from a variety of sources, and that MMIA is not responsible for the accuracy, safety, or intellectual property rights pertaining to such content, and you expressly waive all claims whatsoever against MMIA with respect to any inaccurate or objectionable content you may be exposed to on the Web-Site.
Members Content. You are solely responsible for your Member Content, which should include only accurate information, and you must keep your Member password secure. The following applies to all Member Content:
Each Member grants to MMIA a worldwide, non-exclusive, cost and royalty free license to access, stream, copy, exhibit, and publicly perform your Member Content as part of the Web Site, for non-commercial purposes only, and to publish your name in connection with your Member Content. In addition, you may authorize MMIA to permit visitors to the Web Site (including other Members) to download some of your Member Content for their own personal listening/viewing pleasure, but you have no obligation to do so. If you agree to permit downloading of some of your Member Content you will enter into a separate release with MMIA. No compensation will be paid with respect to any use of your Member Content described herein. These licenses granted by you terminate within a reasonable period after you delete your Member’s Content or any part of it. MMIA is not, however, responsible nor liable in any way if any Web Site visitor utilizes your Member Content in any manner not authorized by this Agreement and you waive all claims against MMIA in connection with such misuse.
Personal Use Limitation. Unless otherwise specified, the Web Site is for the personal use of Members and visitors. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any other Member’s Member Content or any other content, information, software, products or services obtained from the Web Site. Without limitation of the foregoing, any downloadable Member Content downloaded from the Web Site may be stored on your computer, personal device, and otherwise copied and used for your own personal use, as is, but shall not be used in any other way or for any other purpose whatsoever without prior written permission. However, the foregoing does not preclude a Member from including links from the Member’s profile to sites from which a visitor may purchase the Member’s albums, dvd’s or other merchandise.
Removal Of Member Content. MMIA reserves the right to review Member Content and in its sole discretion to require that some or all of such Member Content be removed by the Member. Should the Member fail or refuse to remove the offending Member Content, MMIA may remove such offending Member Content. MMIA also reserves the right in its sole discretion to terminate your access to the “Member’s Only” section of the Web Site.
Altering The Web Site. Only MMIA may make alterations to the Web Site. You agree not to alter or modify any part of the Web Site. You also agree not to access Web Site content through any technology or means other than the embedded players or via other explicitly authorized means MMIA may designate.
No Unlawful Or Prohibited Use. As a condition of your use of the Web Site, you warrant to MMIA that you will not use the Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Web Site in any manner which could damage, disable, overburden, or impair the Web Site or interfere with any other party's use and enjoyment of the Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Web Site.
Use of Communication Services. The Web Site may contain news groups, forums, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not include content or do any of the following (“Prohibited Acts And Materials”):
No Obligation To Monitor Communication Services. MMIA has no obligation to monitor the Communication Services. However, MMIA reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. MMIA also reserves the right in its sole discretion to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Disclosing Personal Identifying Information. Always use caution when giving out any personally identifying information about yourself or others in any Communication Service. MMIA does not control or endorse the content, messages or information found in any Communication Service and MMIA specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.
Submissions and Member Content Provided By You Not Confidential. You acknowledge that any materials or messages posted, files uploaded, data input or any other form of communication through the Web Site (“Submissions”) including your Member Content are not confidential and that such Submissions and Member Content may be read or intercepted by others. You acknowledge that by submitting Submissions and Member Content to the Web Site no confidential, fiduciary, contractually implied or other relationship is created between you and MMIA other than pursuant to this Agreement.
Warranty & Representation. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described herein including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and to grant to MMIA the rights and licenses herein granted. You hereby waive all rights to any claim against MMIA for any alleged or actual infringements of any copyright or other proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with such Submissions.
Copyright. All content of the Web Site is protected by copyright. The copyright in all content displayed on the Web Site is owned by MMIA and/or Members or others providing content to MMIA. As described above, Members may have granted you a limited, royalty free, perpetual, non-exclusive license to download and use music and other materials as is, for personal purposes only, but such license does not in any way negate the Member’s copyright ownership in such music and/or materials.
Trademarks. All trademarks and tradenames displayed on the Web Site are owned or controlled by MMIA or are the trademarks and tradenames of their respective owners.
Reservation of Rights. All copyrights, trademarks, and other intellectual property rights are hereby reserved by the proprietors thereof.
Information Requested From You. When accessing information on the Web Site, you may be asked to provide information such as your name, home address, e-mail address or other information. It is completely optional for you to provide such information. If you do provide personal information to MMIA, you understand and agree that MMIA may record and use your personal information to contact you with newsletters and other MMIA-related information.
Right To Disclose Information Under Certain Circumstances. MMIA reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MMIA's sole discretion.
LIABILITY DISCLAIMERS AND LIMITATIONS
No Representation or Warranties by MMIA - You agree that the Web Site, including all content, functions, materials and information made available on or accessed through the Web Site, is provided to you at your own risk for your personal non-commercial use and on an "as is, as available" basis. To the fullest extent permissible by law, MMIA makes no representations, endorsements or warranties, expressed or implied, including, but not limited to, those of merchantability or fitness for a particular purpose, with respect to the Web Site, or any Member Content or other content, merchandise, information or service provided through the Web Site or on the Internet generally or the functions made accessible by any software used on or accessed through the Web Site, for any hypertext links to third party web sites or for any breach of security associated with the transmission of sensitive information through the Web Site or any Linked Site. MMIA does not warrant that the functions contained in the Web Site or any content contained therein will be uninterrupted, error free or that defects will be corrected.
No Endorsement by MMIA of Internet information. You understand that MMIA does not operate, control, or endorse any information, products or services on the internet in any way nor does MMIA represent or endorse the accuracy or reliability of any advice, opinion, statement or other content displayed or distributed through the Web Site (including any Member profile or any Linked Site). You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or content shall be at your sole risk. You agree that neither MMIA nor any Member shall be liable for any cost or damage arising either directly or indirectly from any such opinions, advice, services, merchandise and other content. You understand further that the internet contains unedited materials, some of which are sexually explicit or may be offensive to you, that you access such materials at your own risk and that MMIA has no control over and accepts no responsibility whatsoever for such materials.
No Liability – YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. IN NO EVENT SHALL MMIA, ITS SPONSORS, FUNDERS, OR THE GOVERNMENT OF MANITOBA, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB-SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY MEMBER CONTENT OR OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB-SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT YOUTUBE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Indemnity. You undertake and agree to ensure that all persons you authorize to use the Web Site have read and will comply with the terms and conditions of this Agreement and are solely responsible and liable for actions which are in contravention of this Agreement or any applicable law. You agree to indemnify, defend and hold harmless MMIA from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of this Agreement or any activity related to the Web Site (including negligent or wrongful conduct) by you, by any persons allowed by you to access the Web Site or by any other person accessing the Web Site or services provided pursuant to the Web Site using your identification or password. The provisions of this paragraph are for the benefit of MMIA, its sponsors, funders and the Government of Manitoba, and their respective officers, directors, employees, agents and contractors. Each of these entities or individuals shall have the right to assert and enforce these provisions directly against you on its own behalf.
MMIA reserves the right (but has no obligation), at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and MMIA as a result of this Agreement or use of the Web Site. MMIA’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of MMIA’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web Site or information provided to or gathered by MMIA 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 this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and MMIA with respect to the Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MMIA with respect to the Web Site. Headings are for convenience only. 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. This Agreement and your use of the Web Site shall be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein. You agree that exclusive jurisdiction for any claim or dispute resides in the courts of the Province of Manitoba. You further agree and expressly consent to attorn to the jurisdiction of the courts of the Province of Manitoba in connection with any dispute or claim involving you, MMIA, or the Web Site. MMIA may assign its rights under this Agreement and its ownership of the Web Site or any interest therein at any time without notice to you. You may not assign your rights under this Agreement to anyone.