Heavy Hits operates a website that provides a digital record and /or video pool service primarily for music industry professionals and is owned and operated by Heavy Hits, LLC. (a US corporation). Our digital record pool service (“Service”) will deliver promotional music and/or video and information (“Material”) regarding artists and labels through our website worldwide primarily to authorized music industry and non-broadcast/non-resale professionals and promoters. As applicable, for use only in (a) WITHIN UNITED STATES – ASCAP, BMI & SESAC performance rights complaint venues for promotional purposes only as defined by the US Copyright Act, and (b) OUTSIDE UNITED STATES – licensed performance venues as indicated by your country’s laws.
Heavy Hits may modify this Agreement from time to time without notice and in its sole discretion, and such modification shall be effective upon posting by Heavy Hits, Inc. on the Heavy Hits website. You agree to be bound to any changes to this Agreement when you use the Heavy Hits website after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
1. Grant: Heavy Hits grants to you a non-exclusive, non-transferable, license to review and download Materials on the website (up to two times per version) for promotional and personal/professional (i.e., noncommercial/ non-resale) purposes only. Except as set forth here, no interest, title, rights or license to any software, documentation, hardware, or any intellectual property embodied or used in connection with the Materials, or the website is transferred to you. Use of and Account membership in the Heavy Hits Service is void where prohibited. By using the Heavy Hits Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Heavy Hits Service does not violate any applicable law or regulation, (d) you shall indemnify Heavy Hits against any breach or violation by you of this agreement/law.
2. Termination: This Agreement is for an ongoing term, not specific in length, which may be terminated by either party without written notice. If Heavy Hits believes you are misusing your access to the website or that your login information has been compromised, your registration will be terminated immediately. Notwithstanding the foregoing, Heavy Hits may terminate your Account and access to the Service at any time, for any reason, without warning. Even after your Account is terminated, this Agreement will remain in effect.
3. Fees: You acknowledge that Heavy Hits does and/or reserves the right to charge for the Heavy Hits Service and to change its fees from time to time in its discretion, and to charge customary late fees (the Subscription information is incorporated herein by reference). If Heavy Hits terminates your Account because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. If you cancel your Heavy Hits account before the renewal term, you shall not be entitled to the refund of any unused portion of subscription fees.
4. Password: When you sign up to become a Customer or Subscriber, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Customer or Subscriber at any time or to disclose your password to any third party. You agree to notify Heavy Hits immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
5. Users: Users include, but are not limited to, Program Directors, Music Directors, Production Directors and Mixers of licensed radio stations, as well as college radio, satellite, internet, club, and mix show DJs. Information provided by potential users shall be verified. Upon verification, the user will have access to the Heavy Hits Service. Users shall be required to have and maintain an e-mail address on file with Heavy Hits.
6. Content: The Content Providers retain ownership of any and all copyright, trademark, publicity, privacy and/or any other intellectual property rights they may have in the Materials (as Heavy Hits is an independent sub-contractor to non-exclusively market and promote the Content). Heavy Hits retains ownership in the website and any underlying programming, object code, source code, scripting, designs or systems therein.
7. Copyright Policy: The Material available through the Service is/are the property of the Content Providers or its licensors (or Heavy Hits) and is protected by copyright, trademark, patent and other intellectual property laws. You may NOT substantially modify, distribute, or reproduce in any way any copyrighted Material, trademarks, or other proprietary information belonging to others (for profit or otherwise), and you have no right to provide any files obtained through the Service to any other party through any other means, without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied and posted on the Heavy Hits website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the Material that you claim is infringing is located on the Heavy Hits website; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Once such documentation has been received and signature accepted by an authorized Heavy Hits officer, all offensive content will be removed from the Website or Service. Notwithstanding the foregoing, you shall be allowed to reasonably live edit, re-mix, blend, mash-up, add intros/outros, compile and create derivative works of the content and perform the content offline in customary media (i.e., spinning at clubs/radio, mixshows, audience-driven events, etc.), solely for promotional and non-commercial personal/professional use purposes, and with proper credit given to the content providers and underlying performers, producers, songwriters.
8. Disclaimers: Heavy Hits is not responsible for any incorrect or inaccurate content posted on the Heavy Hits Website or Service whether caused by Visitors of the Heavy Hits Website or Service or by any of the equipment or programming associated with or utilized in the Heavy Hits Website or Service. The Heavy Hits Service are provided “AS-IS” and as available and Heavy Hits expressly disclaims any warranty of fitness for a particular purpose or noninfringement. Heavy Hits cannot guarantee and does not promise any specific results from use of the Heavy Hits Website or Service. Heavy Hits may in its sole discretion and at any time without penalty or liability discontinue providing the Service without notice. Your sole remedy against Heavy Hits for dissatisfaction with the site or any content is to stop using the site or any such content. This limitation of relief is a part of the bargain between the parties. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
9. Limitation on Liability: IN NO EVENT SHALL HEAVY HITS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICE, EVEN IF HEAVY HITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HEAVY HITS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO HEAVY HITS FOR THE HEAVY HITS SERVICE DURING THE TERM OF MEMBERSHIP.
10. Disputes: If there is any dispute about or involving the Heavy Hits Website or Service, you agree that the dispute shall be governed by the laws of the State of New York, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of New York, City of New York. Either Heavy Hits or you may demand that any dispute between Heavy Hits and you about or involving the Heavy Hits Website or Service must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent Heavy Hits from seeking injunctive relief in a court of competent jurisdiction.
11. Indemnity: You agree to indemnify and hold Heavy Hits, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any party due to or arising out of your use of the Heavy Hits Website or Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any content that posted on the Heavy Hits Website or through the Heavy Hits Service causes Heavy Hits to be liable to another.
13. DMCA Heavy Hits receives music, in various audio formats, from independent artists, record labels, producers, and other sources. Due to the volume of submissions it is difficult to regulate all content submissions. Therefore, we claim protection under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512. If you are a content owner who found suspected infringed content, please email us at email@example.com. The DMCA has required all notices of suspected infringed content be in written correspondence.
14. Miscellaneous/Other: This Agreement is accepted upon your use of the Heavy Hits Website or any of the Heavy Hits Service and is further affirmed by you obtaining an Account. This Agreement constitutes the entire agreement between you and Heavy Hits regarding the use of the Heavy Hits Website and Service. The failure of Heavy Hits to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. You must be of legal age to use the Service.