scoreAscore.com
Terms and Conditions of Use

           
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.  BY ACCESSING OR USING SCOREASCORE.COM (REFERRED TO HEREIN AS "SAS" OR "SITE"), YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE (JOINTLY AND SEVERALLY "TERMS"). WHETHER OR NOT YOU ARE A REGISTERED USER.

These Terms apply to your use of the Site, and do not alter in any way the terms and conditions of any other agreement you may have with SAS or its subsidiaries or affiliates.  By using this Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms.  If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to be bound by and indemnify SAS for violations of these Terms.
All Users must comply with copyright and all other applicable laws and must not infringe on any rights of others. Note however, that SAS does not monitor in any manner whether Users are complying with such laws or honoring such rights, and SAS is not responsible for protecting the copyright, license or other rights of any User.  Use the REPORT tool found throughout the site if you believe that audio or other material has been uploaded or downloaded illegally using the Site. We encourage reporting of possible infringements.

Materials Provided by You (Submissions)
With regard to all music, videos or other creative materials (collectively, "Materials") you submit to scoreAscore (known as SAS) through any of our websites or otherwise, you expressly authorize SAS to transmit, stream, download, transfer, broadcast, publicly display, publicly perform and otherwise utilize in any manner, form or media whether now known or hereafter devised, any of the submitted Materials, for the purposes of SAS's business ("Purposes").  In consideration of your use of this Site (and without payment or other consideration of any kind), you hereby grant SAS all necessary or desirable universe-wide licenses to use the Materials as aforesaid including without limitation:

• Whether or not you are a member of a performing rights society, you hereby grant SAS a nonexclusive, direct license to publicly perform all music compositions included in your Materials, universe-wide, for all Purposes.  If you belong to a performing rights society you understand that it is your sole responsibility to notify your performing rights society of the direct license you have granted herein.
• You hereby grant SAS a nonexclusive license to publicly perform by means of digital audio transmission all sound recordings and visual materials included in your Materials, for all Purposes.
• You hereby grant SAS nonexclusive reproduction licenses for all of your Materials, including without limitation reproduction rights and the right to download your Materials in connection with potential transactions concerning such Materials.
• You hereby license SAS the right to use any trademarks, service marks or trade names as well as any trademarks, service marks or trade names appearing in your Materials.
• You hereby license SAS the right to use your name and likeness as well as the names and likenesses of any individuals depicted in or having ownership interests in your Materials, for all Purposes, including the promoting and advertising SAS products and services.

By accepting this Agreement and/or submitting Materials to SAS, you expressly warrant and represent the following to SAS, and acknowledge that SAS is relying upon such warranties and representations:

• That you have obtained and hold all rights, approvals, consents, licenses and/or permissions, in proper legal form, necessary or desirable to utilize Materials for all Purposes and to grant SAS the licenses set forth herein.
• That you agree that SAS, its customers, employees, and licensees shall not be required to make any payments for use of the Materials for any Purpose, including but not limited to payments to you, third parties, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your Materials, your licensors, unions, or guilds. 
• That no other rights, approvals, consents, licenses and/or permissions are required from any other person or entity to submit your Materials on the terms provided herein and/or to grant SAS the licenses set forth herein.
• That your Materials are original; that your Materials were either created solely by you or, by written assignment, you have acquired all universe-wide intellectual property rights in and to your Materials; that if your Materials contain any "samples" or excerpts from copyrightable work the rights to which are owned in whole or in part by any person or entity other than you, that you have obtained and hold all rights, approvals, consents, licenses and/or permissions necessary or desirable to use and include such work in your Materials; and that your Materials do not otherwise infringe on the intellectual property or other rights of any person or entity.
• That your Materials do not violate any common law or statutory patent, copyright, privacy, publicity, trademark, trade secret other rights of any nature or sort of any person or entity, and that your Materials are not libelous, defamatory, obscene or otherwise actionable at law or equity.
• That you have not submitted any Materials containing or producing any virus or other harmful code or other information that could damage or otherwise interfere with SAS's computer systems or data and/or that of SAS's users.  You agree not to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial solicitation., although it is understood that, for the legitimate and lawful solicitation of collaborative partners, or for the legitimate promotion of musical or other related creative talent as determined by SAS, in its sole discretion, SAS may send unsolicited email advertisements to User email addresses.  You further agree not to use or attempt to use another User’s account, service or system without prior written authorization from scoreAscore, LLC, or create a false identity on the Site.
• You agree to sign and deliver to SAS any additional documents that SAS may request to confirm SAS's rights and your warranties and representations under this Agreement.
• All representations, warranties or covenants made herein by you shall survive termination of your account or other relationship with SAS.
• All warranties and representations made by you herein are made for the benefit of SAS and its licensees and may be enforced separately by SAS and/or by any contractually designated licensee of SAS.

• A Minumim fee of $100.00 or 20% of the project Budget, whichever is greater paid directly to SAS in the event a Music Creator and Project Owner enter into an agreement directly with each other (as opposed to using the licensing system on the Site): 
• 40% for (a) licensing of Materials in the SAS music library or (b) licensing of Materials through the licensing system on the Site.  In this event, SAS will deduct its fees prior to remittance to the Music Creators.

Rights and Obligations of Project Owners and Music Creators
Materials posted on this Site by Project Owners and Music Creators are the property of the party posting same, and may not be reproduced, distributed or otherwise utilized in any manner or media except for the purposes of creating music for the project involved.  SAS is not responsible for any unauthorized copying, distribution, or other use of Materials by Users or other third parties. 
SAS makes no representations or warranties with respect to any materials posted on SAS, or the competency or professionalism of the parties utilizing SAS, it being understood that any and all transactions are directly between the user and the Project Owner.
You acknowledge that SAS is only providing the service of introducing Users to each other, and that any license and any other agreements (whether or not throught the licensing system on the Site) are solely and directly between the Users.  SAS makes no representations or warranties concerning the form or sufficiency of any license, the Materials involved, the quality or responsibility of the users involved, or any other aspect of any such transaction, or the relationship between any Users.  In the event of any dispute, all Users agree they (a) shall look only to each other, and not to SAS, (b) shall each indemnify SAS in respect of the foregoing, and (c) each hereby waive and agree not to assert any claims against SAS in respect of any such dispute or otherwise in connection with any such transaction or license. 
Project Owners and Music Creators are responsible for determining, between themselves, which of them will register the cue sheets or other materials with the applicable performing rights societies, in order to ensure the Music Creator's ability to collect any such monies that may be due.
SAS reserves the right to alter, add to or delete any descriptions, genres, key words, etc. in respect of all posted music.

Copyright Complaints
If you believe that any material on the Site violates any copyright or similar right which you own or control, you may use our “Report” feature on the site or send a written notification of such infringement to our Designated Agent as set forth below:

Name of Agent Designated to Receive Notification of Claimed Infringement:
Jordan Passman

Full Address of Designated Agent to Which Notification Should be Sent:
scoreAscore, LLC
132 South Rodeo Drive
Beverly Hills, CA 90212

E-Mail Address of Designated Agent: admin@scoreascore.com

To meet the notice requirements under the Digital Millennium Copyright Act (DMCA), the notification must consist of a written communication that includes the following:
(a)        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b)        Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c)        Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d)        Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
(e)        A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f)        A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SAS reserves the right without prior notice to affected Users to remove material (including, but not limited to photos, text, files, User submissions, User profiles, and User accounts) from the Site because it is harmful, threatening, abusive, harassing, vulgar, obscene, hateful, pornographic, libelous or otherwise deemed, in the sole discretion of SAS, to be objectionable or incompatible with these Terms and/or the goals of the Site.

Privacy
SAS takes the privacy of the Site Users very seriously. SAS does not share personal identifying information (including information Users enter as part of their Profiles) without prior written consent from Users, other than in transactions where the parties will be negotiating a direct agreement. SAS does not share personal User information with marketers or advertisers; however, SAS may do so in the aggregate without making reference to or identifying individual Users or their contact information.
An important part of the Site is the confidentiality of the informational profiles of Users. Certain minimal aspects of the information will be visible to other Users of the Site.
Users agree not to share, syndicate, reproduce, or otherwise disseminate the information from another User’s profile or other information exchanged via communication facilitated by the Site without the express written consent of that User.
You are specifically prohibited from:

• downloading, copying, or re-transmitting any or all of the Site or the SAS Content (other than for personal use in the evaluation or licensing of Materials or completing transactions authorized by the parties) without, or in violation of, a written license or agreement with SAS or the owner of the SAS Content;
• using any data mining, robots or similar data gathering or extraction methods;
• manipulating or otherwise displaying the Site or the SAS Content by using framing or similar navigational technology;
• registering, subscribing, unsubscribing, or attempting to register, subscribe or unsubscribe any party for any SAS product or service if you are not expressly authorized by such party to do so; and
• using the Site or any Materials other than for their intended purpose.

Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.
You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.
Users are not licensed to add other Site Users, even a User who has collaborated, purchased from them or sold to them, to their mail list (email or physical mail) without that other User’s express written consent. Users may not use our communication tools to send spam or otherwise send content that would violate these Terms of Use.
SAS may disclose information about the Site Users if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to respond to subpoenas, court orders, or other legal process. SAS may also disclose information about the Site Users to law enforcement officers or others in the good faith belief that such disclosure is reasonably necessary to enforce our Terms of Use, respond to claims that any posting or other User Submission violates the rights of third-parties, or to protect the rights, property, or personal safety of SAS, its owners, officers, directors, agents, subsidiaries, joint venturers or employees, the Site, its Users or the general public.
Although SAS makes good faith efforts to store information in a secure operating environment not available to the public, SAS cannot guarantee complete security. SAS disclaims liability for unintentional security breaches.

Privacy Policy
Please refer to our Privacy Policy for further information.

Membership
Registrations with SAS Music are free currently of charge. Paid memberships may be instituted at any time. Any paid memberships are non-refundable and may be automatically renewed on a cyclical basis. The purchasers of memberships will be billed continually on a regular basis unless the purchaser cancels the membership. Purchasers will be notified by e-mail prior to automatic renewal of the paid membership. SAS agrees to terminate memberships upon receipt of termination notification from members/purchasers in the My Info area of the Site. Site membership fees already billed in the month a purchaser chooses to cancel are not refundable. Memberships are generally billed on the same day of the month on which they are purchased. If payments cannot be charged to a credit card or are otherwise incomplete for any reason, SAS, in its sole discretion and without prior notice, reserves the right either to suspend or terminate access to a purchaser’s account. SAS, in its sole discretion and without prior notice, reserves the right to add, remove, or make modifications to the features included in particular memberships at any time, including the right to adjust storage and bandwidth limits, fees, qualifications and user limits. Users are responsible for maintaining the confidentiality of account and password information and agree to accept responsibility for all activities that occur under the User’s account or password.

User Disputes
Users of the Site are solely responsible for their interactions with other Site Users, including those they collaborate with via project submission activity, whether on or off the Site. The Site enables Users to apply terms (" Contract Terms") to their work. Users of the Site are solely responsible for Terms they apply to their content on the Site. SAS is not responsible for enforcing Terms or arbitrating, hearing or settling disputes over User Terms, performance of work, or completion of projects that may arise between Users. SAS reserves the right, but has no obligation, to monitor disputes between Users of the Site.

Proprietary Rights
All materials on the Site (excluding Materials submitted by Users) including, but not limited to, design, text, graphics, other files, and their selection and arrangement (the “SAS Material”) is the sole property of SAS. All rights are reserved. No SAS Material may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written consent of SAS. All trademarks, logos, trade dress and service marks on the Site are either trademarks or registered trademarks of SAS and may not be copied, imitated, or used, in whole or in part, without the prior written consent of SAS.

Links to Other Websites
The Site may contain links to other web sites. SAS has not reviewed all of these web sites and is not responsible for the content, accuracy or opinions expressed in such other web sites, and such other web sites are not investigated, monitored or checked by SAS for content, accuracy or completeness. Inclusion of any linked web site on or through the Site does not imply SAS’s approval or endorsement of the linked web site. If Users decide to leave the Site and access these other third-party sites, they do so at their own risk.

Disclaimers
SAS is not responsible for any incorrect or inaccurate content on the Site, or in the Materials, whether posted or caused by Users of the Site, or by any of the equipment or programming associated with or utilized in the Site. SAS is not responsible for the conduct, whether online or offline, of any User of the Site. The Site may be temporarily unavailable from time to time for maintenance or other reasons. SAS assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorized access to, or alteration of User communications. SAS is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Site. Under no circumstances will SAS be responsible for any loss or damage, including, but not limited to, personal injury or death, resulting from anyone’s use or viewing of the Site, any User Submissions or any other User-generated material posted on or through the Site or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
THE SITE, ITS CONTENT, USER SUBMISSIONS AND ANY USER-GENERATED MATERIAL ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND AND SAS DISCLAIMS ANY AND ALLWARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SAS CANNOT PROMISE OR GUARANTEE AND DOES NOT PROMISE OR GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SITE.

Limitation on Liability
IN NO EVENT WILL SAS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION FOR ANY LOST PROFITS, LOST DATA (LOSS OF GOODWILL OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, EVEN IF SAS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SAS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO SAS FOR THE SERVICE INVOLVED; AND (B) ONE HUNDRED DOLLARS ($100).
USERS WILL NOT HOLD SAS RESPONSIBLE FOR OTHER USERS’ ACTIONS OR INACTIONS, INCLUDING MATERIALS UPLOADED TO THE SITE. YOU ACKNOWLEDGE THAT THE SITE ALLOWS THE EXCHANGE OF FILES FOR THE PURPOSES OF COLLABORATION. SAS HAS NO CONTROL OVER, DOES NOT GUARANTEE,  AND DISCLAIMS ANY AND ALL LIABILITY FOR THE QUALITY OF SERVICES ADVERTISED OR MATERIALS EXCHANGED,THE TRUTH OR ACCURACY OF PROFILES OR OFFERS FOR SERVICE, THE ABILITY OF PROJECT OWNERS TO PAY FOR FILES EXCHANGED, THE TERMS OF AGREEMENT AND ALL CONSEQUENCES THEREOF BETWEEN PROJECT OWNERS AND MUSIC CREATORS, OR THAT A PROJECT OWNER OR MUSIC CREATOR WILL ACTUALLY COMPLETE A TRANSACTION.
Applicable law may not allow exclusion of certain or all implied warranties, so the foregoing may not apply to you in some respects, in which EVENT THE aforesaid will be limited only to the extent required by law, AND NO SUCH LIMITATION SHALL AFFECT any other provisions of the Terms.

Governing Law and Venue
By visiting or using the Site, Users agree that the laws of the United States of America and the State of California, without regard to conflicts of laws principles, will govern these Terms of Use and any dispute of any sort that might arise between you and SAS or any of its affiliates. Any legal action or proceeding related to this Site in which SAS is a party or potential party (including, but not limited to, User visits to or use of the Site) shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California. To the extent you might have in any manner violated or threaten to violate SAS or any of its affiliates’ proprietary or intellectual property rights, SAS may seek injunctive or other appropriate relief in any state or federal court of competent jurisdiction. For the purpose of such relief, you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, non-exclusive venue and jurisdiction in the state and federal courts of California.
Any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service in which SAS is a party) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

Indemnity
You agree to indemnify and hold SAS, its subsidiaries and affiliates, and each of their owners, directors, officers, agents, contractors, partners, joint ventures and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorney’s fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of your use of the Site (including, but not limited to SAS's services and User visits to or use of the Site) in violation of these Terms of Use or your violation of any law or the rights of a third party.
You further agree to indemnify SAS, its parents, subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contracts against any liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any Materials that you post, store or otherwise transmit on, through or in connection with the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the SAS Content, or your violation of any rights of another.

Other
These Terms of Use, together with any other policies of SAS posted by it on the Site, constitute the entire agreement between you and SAS regarding the use of the Site, superseding any prior agreements between you and SAS relating to your use of the Site. The failure of SAS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. SAS reserves the right to make changes to the Site, policies, and these Terms at any time, in its sole discretion. Changes take effect when they are posted on the Site. Any changes will be effective immediately upon posting on the Site.  Your continued use of the Site following the posting of changes will constitute your acceptance of such changes.  SAS encourages you to review the Site Terms whenever you visit the Site.  If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
The Site and its contents are intended to comply with the laws and regulations in the United States. Other countries and jurisdiction may have laws, and regulatory requirements that differ from those in the United States. Any content, offer or service on the Site is void where prohibited.

Termination of Service
You agree that SAS, in its sole discretion and without prior notice, has the right but not the obligation to delete or deactivate your Site account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any User Submissions within the Site, for any reason, including, without limitation, if SAS believes that you have acted inconsistently with these Terms of Use. Further, you agree that SAS shall not be liable to you or any third-party for any of the foregoing actions or for termination of your access to the Site. Further, you agree not to attempt to use the Site after said termination.
Without limiting the foregoing, in accordance with the DMCA and other applicable law, SAS has adopted a policy of terminating, in appropriate circumstances and in the sole discretion of SAS, Users who are deemed to be repeat infringers of intellectual property rights. SAS may also, at its sole discretion and without prior notice, limit access to the Site and/or terminate the memberships of any Users who, in the judgment of SAS, infringe any intellectual property rights of others, whether or not there is any repeat infringement.

To the extent transactions hereunder may be subject to California Labor Code, the terms and conditions of the following non-exclusive agency contract shall apply: Click HERE to open a .pdf version of the contract.

Questions and Feedback
We welcome your questions and feedback. Please visit our Help page for more information, or contact us at feedback@scoreAscore.com.

"scoreAscore" or "scoreAscore, LLC" – A limited liability company organized in the State of California, the owner and operator of the Site.
"SAS" = scoreAscore.LLC"Profile" – The online identify template that a Site User receives with registration and can populate with personal information according to these Terms.
"Project" – A creative project, such as a film, television show or commercial initiated by a User in the Projects section of the Site.
"Site" – The web site located at www.scoreAscore.com. and all of its various sub-domains.
"User(s)" – Individuals who visit the Site and do not register; individuals who register with the Site and become free members; and, individuals who register with the Site and purchase paid memberships.
"Project Owner" – A User who owns or controls a creative project seeking music.
"Music Creator" – A User who wishes to create music for projects.

© scoreAscore.com 2009

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