Terms and Conditions of Use

Contract

1. When you enter the Music Reports, Inc. ("Music Reports," "we," "our," or "us") website or the pages in it (the "Site"), or when you click "Log In," "Sign Up," "Get Started," "Register," or similar, enter information, or use any of our services, you are agreeing to enter this agreement with Music Reports (the "Agreement") and to be bound by its terms--even if you are using the Site or our services on behalf of a company.This Agreement applies to your use of musicreports.com, and its affiliated websites, including, without limitation, songdex.com and cuetrak.com, together with their contents, communications, and other services that state they are offered pursuant to this Agreement (collectively the "Related Services").
2. If you register an account on this Site or in order to use any of the Related Services, you will become a "Registered User." Some of the individual pages of this Site and some of the Related Services contain their own terms and conditions, which may change or add to the terms and conditions of this Agreement. If you choose not to register an account, you may still access certain features as a "Visitor." This Agreement applies to you whether you are a Registered User or a Visitor.
3. Termination. This Agreement is effective unless and until terminated by you or Music Reports, and either of us may terminate this Agreement at any time. Your access to this Site or to the Related Services may be terminated immediately, without notice from Music Reports, if in our sole discretion you fail to comply with any term or provision of this Agreement. If you breach any of this Site's terms or conditions, this Agreement will automatically and immediately terminate. Upon the termination of this Agreement for any reason, you agree that you will cease to use the Site or the Related Services (as the case may be) immediately and destroy all Material obtained from the Site and the Related Services and all copies thereof, whether made under the terms of this Agreement or otherwise.

Consent and Revisions

1. By using or accessing the Site or any of the Related Services, as described above, you consent to entering this agreement and agree to its terms. You also consent to Music Reports' maintaining a record of these facts (whether by means of an automated log or other means) so we can document that you gave this consent.
2. Registering an account or making use of the Related Services may require additional consents. If you register or use such services, you will be given an explanation of these consents and their purposes, and provided with instructions on how not to give consent.
3. We may revise this Agreement from time to time without sending you a notice. However, if we make such changes, we will post a revised version of this Agreement on the Site, and the revised Agreement will be identifiable by its effective date. If you object to the changes, you may terminate the Agreement (as modified) by the method described above. Your continued use of the Site or the Related Services after we publish a revised version of this Agreement means you are consenting to the revised terms and conditions. You also give consent to our establishing and maintaining documentation of this fact, in case it needs to be verified later.

Age Restriction and Parental Control

1. By accessing or using this Site or the Related Services you agree that you either (i) are at least 18 years old; or (ii) if you are between the ages of 13 and 18, you have obtained the consent of a parent or guardian. If you are under the age of 18 and have not obtained such consent, or are under the age of 13 regardless of any consent by a parent or guardian, you must leave this Site now. Do not use any of the Related Services and do not click "Register" or provide information.
2. Pursuant to 47 U.S.C. § 230(d), as amended, Music Reports hereby informs you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at ConnectSafely.org and Stay Safe Online's advice about parental controls , and from operating system developers.

Intellectual Property

1. Music Reports reserves all of its intellectual property rights in this Site, the Related Services, and all patents, Marks, and Material (as defined herein) made available through them (collectively the "Intellectual Property"). Music Reports' Intellectual Property is protected by law, including but not limited to laws that apply to patents, copyrights, trademarks, and trade secrets.
2. Copyright-Protected Intellectual Property
   This Site, the Related Services, and all copyrightable material included in or made available through the Site and the Related Services, including but not limited to text, articles, documents and other written material, graphics, images, illustrations, charts, logos, audio and video clips, data, data compilations, software, buttons, icons, and all other material that is not in the public domain, along with the organization of that material (collectively "Material"), is protected by the copyright laws of the United States and other jurisdictions. To the extent such Material is not owned by Music Reports and is not in the public domain, it is owned by third parties and used under license. Except as specifically permitted herein, you may not reproduce any portion of the Material without prior written permission from Music Reports. © 2020 Music Reports, Inc. All rights reserved.

3. Trademarks
   The name Music ReportsTM, the Music Reports "soundbars" logo, the name Songdex®, the Songdex "hummingbird" logo, the name CuetrakTM , the Cuetrak "airplane" logo, other service names, certain graphics, and the "trade dress" of this Site and the Related Services are service marks or trademarks (collectively, "Marks") of Music Reports or of third parties. You may not copy or use the Marks without the prior written consent of their owners. Without limiting the preceding sentence, our Marks may not be used in any manner that is likely to cause confusion among customers or that disparages or discredits Music Reports.
4. Additional Use Parameters
   >Except where expressly permitted by Music Reports, you may not copy, reproduce, publicly display, publish, upload, post, publicly perform, transmit or distribute the Intellectual Property of Music Reports in any way without Music Reports' prior written permission. You may not embed pages from this Site or the Related Services in "frames" or other pages offered from other sites, nor may you "mirror" any of our Intellectual Property on any server. Nothing on this Site or the Related Services shall be construed as conferring any license of intellectual property rights by Music Reports or any third party. You are solely responsible for obtaining any such licenses. Any unauthorized use of any Music Reports Intellectual Property may result in serious civil and/or criminal penalties against you.
   YOU ARE EXPRESSLY PROHIBITED FROM DOWNLOADING ANY DATABASES OR MATERIAL WITHIN THOSE DATABASES, IN WHOLE OR IN PART, MADE AVAILABLE ON OR THROUGH THIS SITE OR THE RELATED SERVICES, INCLUDING, BUT NOT LIMITED TO SONGDEX®, EXCEPT TO THE EXTENT EXPRESSLY INDICATED IN THIS AGREEMENT AND/OR IN ANY ADDITIONAL TERMS AND CONDITIONS THAT APPLY TO REGISTERED USERS. YOU AGREE AND ACKNOWLEDGE THAT ANY BREACH OF THE PROVISIONS CONTAINED IN THIS PARAGRAPH WOULD CAUSE MUSIC REPORTS IRREPARABLE HARM, THE EXTENT OF WHICH WOULD BE DIFFICULT TO ASCERTAIN. ACCORDINGLY, YOU AGREE THAT MUSIC REPORTS WILL BE ENTITLED TO INJUNCTIVE RELIEF AND/OR SPECIFIC PERFORMANCE, WITHOUT THE POSTING OF A BOND AND WITHOUT LIMITATION OF ITS OTHER RIGHTS AND REMEDIES, IN THE EVENT OF ANY BREACH OR ALLEGED BREACH OF THE TERMS OF THIS PARAGRAPH. SONGDEX DATA MAY CONTAIN ARTIFACTS AND/OR OTHER SECURITY MECHANISMS THAT DO NOT INTERFERE WITH THE USE OF THE DATA, BUT WHICH CAN BE USED TO DETECT AND IDENTIFY UNAUTHORIZED COPIES OR USE OF SONGDEX DATA.

Songdex®

1. The Songdex® database ("Songdex") contains information relating to the ownership and control of musical compositions and sound recordings, among other data (collectively, "Songdex Data"). Music Reports is the owner of all rights in Songdex under all applicable federal and state laws. Some Songdex Data may be made available to you through the Site or the Related Services, including Songdex.com. You may use the Site and the Related Services and Songdex Data solely for non-commercial research and information purposes and solely in the form presented. You may not copy, compile, disseminate or distribute to any third party, download, publish, modify, create derivative works from, reformat, reconfigure, extract, link, reverse engineer, incorporate into other software, databases or online material, or otherwise appropriate Songdex or any Songdex Data without the express written permission of Music Reports. You may not systematically or automatically collect, scrape, harvest, aggregate, or use any other means to copy information made available through Songdex. You may not create, generate, reverse engineer or compile any source code version of Songdex or any part thereof, and you are expressly prohibited from assisting or permitting others to do so.
2. Songdex Data has been developed by, or provided to Music Reports from a variety of sources. The accuracy of Songdex Data may be disputed by, among others, recording artists, record companies, songwriters, music publishers, and/or the agents of any of the foregoing entities and/or individuals. Certain information on which Songdex Data is based (including information from third parties) may change from time to time, may be incomplete, and/or may reflect gaps in copyright registration records. In some cases, the writer, publisher, artist or record label information shown may not reflect copyright ownership of a work as registered with the U.S. Copyright Office.

Limitations of Usage and Availability

1. We reserve the right to limit your use of this Site or the Related Services. This means we may restrict, suspend, or terminate your account (if any) for any reason, including but not limited to our belief that you may be in breach of this Agreement or are misusing any services we offer. We have no obligation to use, process, or post any information you provide to us through this Site or the Related Services. We do not promise to store or maintain information you provide, including account registration information, except to the extent required by applicable laws and as described in our Privacy Policy. We may also change or discontinue this Site and any of the Related Services in our discretion and without notice.

Disclaimer

1. Music Reports makes no representations or warranties of any kind, whether express or implied, regarding this Site, the Related Services, or their contents. To the fullest extent permissible by law, Music Reports expressly disclaims any such representations and warranties, including but not limited to the warranties of merchantability and fitness for a particular purpose. Moreover, Music Reports does not represent or warrant that any Material is current, accurate, or complete. This includes information provided by this Site or through the Related Services by Music Reports, information uploaded by third parties, and information or services provided by sites linked from this Site or the Related Services.
2. This Site, the Related Services and their contents are provided strictly on an "as is" basis. You agree that your use of the Site, the Related Services, and any such contents is solely at your own risk. You also agree that you are solely responsible for all costs associated with any servicing or repairs of any equipment you use, including any electronic device, as part of your use of the Site, the Related Services, or their contents, and that Music Reports will not in any way be liable to you for damages of any kind related to such use. You agree to waive any and all claims of any kind or nature against Music Reports, its employees, officers, directors, shareholders, affiliates, or licensees, with respect to your use of this Site, the Related Services, and/or any contents thereof. In waiving any rights and/or claims under this Agreement, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
3. Music Reports may be required to comply with law enforcement authorities or court orders that direct us to disclose the identity of anyone who submits Material that may be threatening or libelous or which violates any law.

Limitation of Liability & Indemnity

1. You agree that neither Music Reports nor any of its employees, officers, directors, shareholders, affiliates, licensees, or representatives will be liable for damages arising out of or in connection with your use of or inability to use this Site or the Related Services or their contents. This is an all-encompassing limitation of our liability that applies to all damages of any kind, including but not limited to damages that are: direct, indirect, consequential, compensatory, special, or punitive; related to loss of profit, income, data, or time; related to damage to property, profits, revenues, or reputation; and related to claims made against you and/or Music Reports by any third party, whether a natural person or entity. You agree to defend, indemnify and hold harmless, Music Reports, its officers, directors, employees, affiliates, licensees, and representatives from and against any and all third-party claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, resulting from or related to your use of the Site or of the Related Services or their contents, or your breach of any of the agreements, representations or warranties you have made to or with Music Reports pursuant to this Agreement.

Use of Software

1. This Site and the Related Services may contain or utilize software, applications, application program interfaces ("APIs"), documentation and related materials (collectively "Software"). All such Software is the copyright-protected property of Music Reports or of third parties. If you use the Software, you agree to be bound by the terms of this Agreement and of any licenses, terms, or conditions that accompany the Software ("Software Licenses") You may not copy, distribute, download, publish, modify, reformat, reconfigure, extract, link, incorporate into other software, databases or online material, or otherwise appropriate any Software contained in or used by this Site or the Related Services except as provided in this Agreement and in the Software Licenses.

Material You Submit

1. If you submit any Material to the Site or any of the Related Services, you will do so in good faith, and you grant Music Reports a non-exclusive, perpetual, worldwide, transferable and sub-licensable license to use, store, access, copy, modify, distribute, publish, publicly display, publicly perform, or process such Material, without the requirement of any further consent, notice, and/or compensation to you or to any other party.
2. You agree not to submit to the Site or any of the Related Services any Material that:
   1. libels or defames anyone, or invades someone's privacy;
   2. discloses information you have no lawful right to disclose
   3. is obscene, abusive, or threatening;
   4. violates or infringes the legal rights of any person or entity, including intellectual property and privacy rights;
   5. you know to be inaccurate;
   6. violates any law or advocate any unlawful activity; or
   7. advertises, solicits funds for or otherwise advocates any organization, goods, services, or political campaign.
3. You also agree not to submit or upload to the Site or any of the Related Services any software virus, worm or other harmful code, or software, scripts, or other processes designed to scrape the Site or any of the Related Services for data. You agree not to use the Site or any of the Related Services in any manner that interferes with their normal operation or availability, including to other users, or that unreasonably or significantly increases the traffic load on our information technology infrastructure.
4. You are solely responsible for any Material you submit. Music Reports has no responsibility for and expressly disclaims any liability for the presence, contents, legality, originality, reliability, appropriateness, or use of any such Material by anyone. By submitting any material, regardless of who created or owns it, you agree to be bound by these terms.

Links to Third-Party Sites

1. Our Site and the Related Services may contain links to other web sites that are not under Music Reports' control. We provide links to third-party web sites, or refer to information found on them, as a convenience to you and other users. This does not mean we are endorsing the owners of those sites, their products, or their services. We make no representations of any kind regarding the content of such sites and you agree that you irrevocably waive any claim against Music Reports with respect to such links and sites. If you access a third-party web site through this Site or the Related Services, you do so at your own risk. Music Reports is not responsible for the accuracy or reliability of any information or Material contained on third-party web sites you access through our Site or the Related Services.

Linking to this Site

1. Music Reports welcomes other sites linking to our Site, so long as the following guidelines are followed. Your link, together with any surrounding graphics or text, must not suggest that Music Reports promotes or endorses your or any third party's opinions, products, services, or web sites, or that Music Reports has any kind of relationship with you or an entity you represent. You may not use Music Reports' logos or other marks without our express written consent, and we reserve the right to withdraw such consent at any time. Where appropriate, we encourage you to link directly to the relevant internal page rather than to our home page. However, before linking to an internal page, you should inform us which page you propose to link to, what specific content on our Site you are interested in, how it relates to the content at your site, when you plan to start linking, and the duration for which the link will be available. When requesting to make such a link, please include the URL of the page on your site where the link will appear. Once your link is active, the linked Music Reports page should appear in its own browser window. It must not appear within a frame and must not be portrayed as belonging to anyone other than us. We encourage links from keywords or phrases related to the specific topic over more generic links to our company name. To request the inclusion of a link on your site or to inquire further, contact:
   
   Webmaster
   Music Reports, Inc.
   21122 Erwin St.
   Woodland Hills, CA 91367
   web-master@musicreports.com
   
2. By linking your site with the Music Reports site, you agree that you will not provide false or misleading information about Music Reports, its employees, officers, directors, shareholders, affiliates, licensees, clients, representatives, services, or activities. You further warrant and represent that your web site does not infringe the rights of any other person or entity, including but not limited to copyrights and trademarks. You agree that your site does not violate any laws, advocate unlawful activity, or contain content that is not appropriate for all ages. Music Reports reserves the right to remove or to request you to remove any link that is not in compliance with the foregoing terms and conditions.

Laws and Export Controls

1. By accessing or using this Site and/or the Related Services, you agree you will comply with all applicable laws, including, without limitation, the privacy laws, intellectual property laws, anti-spam laws, export control laws (including those applicable to information, software, technology, and/or services), tax laws, and regulatory requirements of any jurisdiction where you seek or gain access. Music Reports makes no representation that the contents of the Site and the Related Services is or will be appropriate or available for use in any particular location. You may not use the Site or the Related Services if you are subject to sanctions imposed by the United States government or of sanctions consistent with United States law imposed by the governments of the country where you are using the Site, the Related Services, or their contents.
2. In addition, to the extent any aspect of the Site or Related Services constitutes information and/or software that is not "published" within the meaning of 15 C.F.R. § 734.7, export of the same may be prohibited by the U.S. Export Administration Regulations or other applicable U.S. laws.

Governing Law and Jurisdiction

1. This Site is controlled by Music Reports from its offices in Los Angeles, California, USA. You and Music Reports agree that all matters relating to your access to, or use of this Site will be governed by the laws of the United States of America and the State of California, without regard to the conflicts of laws principles thereof. You and we also agree that the California courts, state and federal, located in Los Angeles County, will have exclusive jurisdiction over any disputes relating to or arising out of this Agreement, and you and we agree to personal jurisdiction in those courts.