NoiseTrade ("NoiseTrade") is a Nashville, Tennessee based company committed to promoting the fair trade of music by and for artists and fans via the Internet. The NoiseTrade Web Site (the "Site") offers artists the opportunity to promote their music and fans the opportunity to download music on the Site as well as on other sites designated by artists and fans (the "Site Services"). THE SITE AND THE SITE SERVICES ARE OFFERRED TO YOU SUBJECT TO THESE TERMS AND CONDITIONS OF USE (THESE "SITE TERMS"). PLEASE READ THESE SITE TERMS CAREFULLY BEFORE USING THIS SITE AND THE SITE SERVICES. BY ACCESSING OR USING THE SITE AND/OR THE SITE SERVICES, YOU EXPLICITLY AGREE TO COMPLY WITH AND BE BOUND BY THESE SITE TERMS AND ANY POLICIES THAT MAY BE INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE SITE TERMS, DO NOT USE THE SITE OR THE SITE SERVICES.
Ownership and Copyright
Except as otherwise indicated, the Site, and all text, images, marks, logos and other content contained herein, including, without limitation, the NoiseTrade logo and all designs, text, photos, graphics, pictures, artwork, information, data, code, software, music, sound files, other files, and materials ("Content") and the selection and arrangement thereof (collectively, the "Site Content") are the proprietary property of NoiseTrade or its licensors or suppliers and are protected by U.S. and international copyright laws. The Site and all Site Content is © 2008 - 2014 NoiseTrade. All Rights Reserved.
NOISETRADE, the NoiseTrade logo and all other product or service names or slogans or artwork displayed on the Site are registered and/or common law trademarks of NoiseTrade and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of NoiseTrade or the applicable trademark holder. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of NoiseTrade and may not be copied, imitated or used, in whole or in part, without the prior written permission of NoiseTrade. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, record label, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by NoiseTrade.
Subject to the terms, conditions and restrictions set forth in these Site Terms, NoiseTrade grants you a limited, non-exclusive, personal, nonsublicensable and revocable license to access and use the Site and to view, copy, and print portions of the Site Content (the "License"). The License is specifically conditioned upon the following: (i) you may only view, copy and print portions of the Site Content for your own informational, personal and non-commercial use; (ii) you may not modify or otherwise make derivative uses of the Site or the Site Content, or any portion thereof; (iii) any displays or printouts of Site Content must be marked © 2008 - 2011, NoiseTrade and its licensor. All rights reserved."; (iv) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Site Content; (v) you may not use any data mining, robots or similar data gathering or extraction methods; (vi) you may not use the Site or the Site Content other than for its intended purpose; and (vii) you may not reproduce, prepare derivative works from, distribute or display the Site or any Site Content, except as provided herein. Except as expressly permitted above, any use of any portion of the Site or Site Content without the prior written permission of NoiseTrade is strictly prohibited and will terminate the License. Your unauthorized use of the Site or Site Content may violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except as expressly stated in these Site Terms, you are not conveyed or granted, and nothing on the Site may be construed as conveying or granting any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright, or other intellectual or proprietary right of NoiseTrade or any third party. You represent and warrant that your use of the Site and the Site Content will be consistent with the License and will not infringe, misappropriate or violate the rights of NoiseTrade or any other party or breach any contract or legal duty to NoiseTrade or any other party, or violate any law. You expressly agree to indemnify NoiseTrade against any liability to any person arising out of your use of the Site or Site Content.
You are granted a limited, non-exclusive, personal, non-sublicensable and revocable right to create a text hyperlink to the Site for non-commercial purposes, provided such link does not portray NoiseTrade or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.
You may not use a NoiseTrade logo or other proprietary graphic of NoiseTrade to link to the Site without the express written permission of NoiseTrade. Further, you may not use, frame or utilize framing techniques to enclose any NoiseTrade trademark, logo or other proprietary information, including the images found at the Site, the content of any text, or the layout or design of any page or form contained on a page on the Site without NoiseTrade's express written consent.
Use of Chat Rooms, Bulletin Boards and Other Interactive Areas
The Site or other web sites on which you may upload or access the Site Services may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews of music or other content, messages, materials or items related to the Site and Site Content (collectively "Interactive Areas"). If you participate in any Interactive Areas, you are solely responsible for your use of such Interactive Areas and you use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
Any Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, foreign, or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any applicable rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or NASDAQ; Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; Unsolicited promotions, political campaigning, advertising or solicitations; Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers and the like; viruses, corrupted data or other harmful, disruptive or destructive files; Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or Content that is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose NoiseTrade or its affiliates or its users to any harm or liability of any type.
NoiseTrade takes no responsibility and assumes no liability for any materials posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is NoiseTrade liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, NoiseTrade is not liable for any statements, representations or materials provided by its users in any public forum, personal home page or any Interactive Areas. Although NoiseTrade does not screen, edit or monitor any of the materials posted to or distributed through any of the Site Services or on any of the Interactive Areas, NoiseTrade reserves the right to remove, without notice, any materials posted or stored in the Site or in Interactive Areas if (i) it violates these Site Terms or is otherwise unlawful or illegal; or (ii) NoiseTrade receives a notice or any other claim from a third party alleging that such materials violate or infringe upon the rights of such third party.
Any use of the Site Services or Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Site and Site Services, including on Interactive Areas.
If you believe that material posted on the Site infringes upon any copyright that you own or control, or that any link on the Site directs users to another Web site that contains materials that infringes upon any copyright that you hold or control, you may file a notification of such infringement as set forth below:
Any notification must include the following information:
1. Identity of the copyrighted work that you claim has been infringed, or, if multiple works, a representative list of the copyrighted works that you claim have been infringed.
2. Identification of the material that you claim is infringing and where it is located on the Site.
3. Your street or mailing address, telephone number and email address.
4. A statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
5. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner, or are authorized to act on the copyright owner's behalf.
6. Electronic or physical signature of the copyright owner or of a person authorized to act on the copyright owner's behalf.
We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, NoiseTrade has adopted a policy of terminating, in appropriate circumstances and at NoiseTrade's sole discretion, subscribers or account holders who are deemed to be repeat infringers. NoiseTrade may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Registration Data; Account Security
You agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to NoiseTrade, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to NoiseTrade.
While using the Site, you will have an opportunity to leave a tip for any artist or author you choose to support financially (“Tips”). NoiseTrade requires each artist and author to maintain an individual account through which NoiseTrade can pay such artists and authors their respective portion of the Tips. From time-to-time, some artists and/or authors do not maintain such an account, and NoiseTrade is unable to pay them. In the event NoiseTrade is not able to pay any particular artist or author their respective portion of the Tips, NoiseTrade shall donate such monies to a charity (or charities) selected by NoiseTrade in NoiseTrade’s sole discretion.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY NOISETRADE, THE SITE, THE MATERIALS CONTAINED THEREIN AND THE SITE CONTENT AND SITE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NOISETRADE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, SITE CONTENT, SITE SERVICES, AND ANY MATERIALS ON THE SITE. NOISETRADE DOES NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, SITE SERVICES OR MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE SITE SERVICES OR THE SITE CONTENT OR ANY PORTION THEREOF.
NOISETRADE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT, PHOTOGRAPHY, SOUND RECORDINGS, ARTWORK, OR ANY OTHER MATERIALS ON THE SITE OR INTERACTIVE AREAS. WHILE NOISETRADE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE, THE SITE CONTENT, AND THE SITE SERVICES SAFE, NOISETRADE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.
LIMITATION OF LIABILITY
YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST NOISETRADE, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES OR AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE, SITE CONTENT, THE SITE SERVICES OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF SITE CONTENT, OR ALLEGATIONS THAT NOISETRADE HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE, THE SITE CONTENT, AND THE SITE SERVICES AT YOUR OWN RISK.
WITHOUT LIMITATION OF THE FOREGOING, NEITHER NOISETRADE NOR ANY PARTIES PROVIDING SITE CONTENT SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SITE CONTENT OR THE SITE SERVICES OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY SITE CONTENT OR OTHER INFORMATION OBTAINED FROM NOISETRADE OR ACCESSIBLE VIA THE SITE OR SITE SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NOISETRADE'S SITE, SITE CONTENT, SITE SERVICES, OR ANY OTHER PROGRAMS OR SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOISETRADE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO NOISETRADE FOR ACCESS TO OR USE OF THE SITE, THE SITE CONTENT OR THE SITE SERVICES.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Applicable Law and Venue
You explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the State of Tennessee, without regard to its conflicts of law principles. You agree that all claims you may have against NoiseTrade arising from or relating to the Site, including without limitation the Site Content or the Site Services, will be heard and resolved in a court of competent subject matter jurisdiction located in Davidson County, Tennessee. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the Site from locations other than Davidson County, Tennessee, you will be responsible for compliance with all local laws of such other jurisdiction.
Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Site Terms, NoiseTrade reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Site, Site Content, Site Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site, Site Content or Site Services; (c) change, suspend or discontinue any aspect of the Site, Site Content or Site Services; and (d) impose limits on the Site, Site Content or Site Services.
If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
Modifications to the Site Terms
NoiseTrade reserves the right to change or modify any of the terms and conditions contained in the Site Terms, or any policy of the Site, at any time and in its sole discretion. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site or the Site Services will constitute your acceptance of such changes or modifications. You should review the Site Terms and its incorporated policies from time to time to understand the terms and conditions that apply to your use of the Site and the Site Services. If you do not agree to any amended terms, do not use the Site or the Site Services.