Agreement
The period
of this Agreement shall commence on the date
that you commence using the Website and shall
continue until either party
terminates the Agreement by making the service
unavailable.
Representations,
Warranties and Indemnities
You warrant
that you are the owner or controller of the
entire copyright in the Catalogue and all
necessary consents and approvals required
for us to freely exercise the rights granted in
this Agreement except to the extent that you
have notified us otherwise upon Submission of
the
Catalogue.
You promise us that: You have the power and
unrestricted right to enter and agree to all the
terms of this Agreement;
You will not enter any agreement that would
interfere with the full and prompt performance
of your obligations under this Agreement;
All data that is provided upon Registration and
upon Submission (as amended from time to time)
is true and accurate in every respect and
that we may rely upon it in the exercise of our
rights and powers under this Agreement;
Our use of the Catalogue in accordance with this
Agreement will not infringe upon any third party
copyright, trademark, patent, trade secret,
or other third party proprietary, intellectual
property, or contractual or other right; No
agreement of any kind previously entered into by
you or entered into by you after the date of
this Agreement will interfere in any manner with
the rights granted to us under this Agreement;
Except as otherwise expressly provided in this
Agreement, you shall be solely responsible for
the payment of any and all of the following: You
have the power and unrestricted right to enter
and agree to all the terms of this Agreement;
all publishing royalties payable to publishers,
publishing administrators, writers and
co-writers of Compositions that are included in
the Catalogue; any other fees, compensation,
royalties or other monies due and or payable
with respect to the artwork, metadata,
trademarks and logos in the Catalogue or
materials provided to us by you. In no event
shall we be responsible for any such payments
and you shall indemnify and hold us harmless
from any and all claims, demands, causes of
action, debts or liabilities, including
reasonable solicitor's fees, paid or incurred by
reason of any breach of the representations and
warranties made by you in this Agreement.
You shall not: manipulate, change or otherwise
alter, reproduce or adapt any other persons'
material which you may access or obtain via the
Website or "harvest" data from or about the
Website; use the Website to harass, or
intimidate or threaten any other users or
infringe the rights
of any other person; or use any device, software
or routine to interfere or attempt to interfere
with the proper working of the Website or any
activities being conducted on the Website. You
may not take any action, which imposes an
unreasonable or disproportionately large load on
our infrastructure. You may not disclose or
share your password (if any) with any third
parties or use your password for any
unauthorised
purpose.
Without limiting you will indemnify us against
any liability, loss, damage, cost or expense,
caused by any breach by you of any provision of
this Agreement.
Other people provide content on the Website. We
cannot guarantee that the content on the Website
is true, accurate, not misleading or defamatory.
You should not rely or act on the basis of any
such information without making your own proper
and detailed independent assessment of that
information.
You acknowledge that you are using this Website
and relying on material on this Website at your
own risk. We provide this Website "as is" and to
the extent permitted by law, unless expressly
stated otherwise, we make no warranties, express
or implied, in relation to the Website or the
services supplied through this Website,
including but not limited to warranties of
accuracy, reliability, merchantability or
fitness for a particular purpose or
non-infringement. We do not make any warranties
that this Website will be available, complete,
uninterrupted or error-free.
We are not involved in any agreement that you
may reach with another person through
information located via the Website. We are not
your agent or the agent of any person with whom
you may seek to deal as result of information
located via the Website. Accordingly, if you
have a dispute with any other user of the
Website, you release us (and our officers,
directors, agents, affiliates, parents,
subsidiaries and employees) from claims, demands
and damages (actual, special, direct, indirect
and consequential) of every kind and nature,
known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in
any way connected with any such dispute.
To the extent permitted by law, all express or
implied terms, conditions, warranties,
statements, assurances and representations in
relation to the Website or any other services
provided by us are expressly excluded. If any of
the exclusions or limitations set out in this
clause are declared illegal or void or if you
claim that there has been a breach of a term,
condition, warranty, statement or assurance
which cannot be excluded by this agreement, to
the extent permitted by law, our entire
liability and your exclusive remedy is limited,
at our discretion, to re-supply the services; or
the payment of the cost of having the services
re-supplied.
In no event will we (including our directors,
officers, agents, employees or contractors) be
liable for any: direct loss; or indirect or
consequential loss (even if we are aware of the
possibility of such loss or if such loss was
otherwise foreseeable), (including, but not
limited to, loss of profits, production, data,
opportunity or goodwill; or business
interruption) however caused and on any theory
of liability, including without limitation,
contract or tort (including negligence or
otherwise) arising during and/or as a result of
the performance or non-performance of the
agreement formed on the basis of these Terms by
us.
General
This
Agreement contains the entire agreement between
you and Epod relating to the Catalogue and
supersedes any prior agreement. The validity,
construction, breach and operation of this
Agreement shall be governed by the laws of and
shall be adjudicated in the State of New South
Wales.
When you Submit Catalogue material, we will take
reasonable care to archive digital material.
However, we shall not be liable for any loss,
corruption or damage to any material you Submit
or otherwise deliver to us. You acknowledge that
we will have no obligations as the bailee of any
such material.
You and Epod are each independent contractors.
This Agreement does not create any agency,
partnership or employee/employer
relationship between you and Epod.
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