Please review this agreement carefully
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RAYOFNIGHT WEBSITES D/B/A www.virtualclubbinglife.com STATING THE TERMS THAT GOVERN YOUR USE OF THE VIRTUAL CLUBBING LIFE (VCL) WEBSITE AS WELL AS ANY SERVICES PROVIDED BY VCL THROUGH THE WEBSITE WWW.VIRTUALCLUBBINGLIFE.COM. IN THIS AGREEMENT “VCL” REFERS TO THE CORPORATE ENTITY Rayofnight Websites, Inc. AS WELL AS ITS WEBSITE AND OTHER SERVICES AS THE CONTEXT PROVIDES. THIS AGREEMENT – TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF VCL’S RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND VCL. TO AGREE TO THESE TERMS, CLICK “AGREE”. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE”, AND DO NOT USE VCL. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND VCL MAY REFUSE ACCESS TO THE VIRTUAL CLUBBING LIFE WEBSITE(s) FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Age Requirement.
You must be at least 18 years of age to use VCL. However, if you are at least 13 years of age, but under 18 years of age, you may present this Agreement to your parent or legal guardian, and he or she must click “AGREE” to enter into this Agreement on your behalf. Children under 13 years of age may not register, nor may parents or legal guardians register on their behalf. If you are a parent or legal guardian entering this Agreement for the benefit of your child or a child in your legal care, be aware that you are fully responsible for the child’s use of VCL, including all financial charges and legal liability that he or she may incur.
All “Content”, including but not limited to the content on the website, downloads of sound recordings and related digital content including songs, albums, mixes, loops, music, downloads or samples, and all software, artwork, graphics, video, text, interfaces, Trademarks, logos, images, photographs, and any other element of the Website, including the layout, look and feel, organization, and coordination of such Content on the Website is the property of or is licensed to VCL, and is protected by U.S. and international trademark, trade dress, copyright, and other intellectual property rights laws. Without the prior written consent of VCL, and except as provided in this Agreement, no Content may be transmitted, distributed, translated, publicly displayed, uploaded, published, recorded, retransmitted, rented, sold, distributed, digitized, marketed, reproduced, altered to make new works, performed, or compiled in any way. The Content is only for your personal, noncommercial use.
4. Your License and Access to VCL.
5. Uploading Your Content.
Any and all audio, text, photos, pictures, graphics, video, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via VCL is generated, owned and controlled solely by you and not by VCL. VCL does not claim any ownership rights to your content other than in the license set forth below, and you hereby expressly acknowledge and agree that your content remains your sole responsibility.
6. Uploading Your Tracks.
WE TAKE THE RIGHTS OF ARTISTS VERY SERIOUSLY. PLEASE READ THIS IN ITS ENTIRETY AND UNDERSTAND IT COMPLETELY BEFORE UPLOADING ANY TRACKS. RESPECT OTHER ARTISTS BY ONLY UPLOADING TRACKS WHICH YOU COMPLETELY OWN IN THEIR ENTIRETY. IF YOU HAVE ANY QUESTIONS CONTACT US AT [email protected]
“Your Digital Master(s)” means copies sound recordings and underlying musical compositions that you, the Copyright Owner owns, controls, or has the appropriate rights to distribute in a digital form, which VCL may sell or stream sell via Electronic Transmission, including but not limited to, permanent digital download, streams, “conditional download,” burns, ring tones, real tones, or other digital forms such as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of Copyright Owner to VCL must be owned or controlled by Copyright Owner and/or have been cleared by Copyright Owner.
“User Mix” shall mean any playlist of Your Digital Masters created by the End Users of VCL which may include one or more of Your Digital Masters (or parts thereof) or Digital Masters from other Copyright Owners (or parts thereof).
“Territory” means the entire Universe.
“Artwork” means album cover artwork and any other artwork relating to Your Digital Master(s) that Copyright Owner provides to VCL. Any artwork that is provided by or on behalf of Copyright Owner to VCL before or during the Term will be deemed to have been cleared by Copyright Owner unless Copyright Owner promptly notifies VCL in writing to the contrary.
“Metadata” means the following categories of information in respect to each Digital Master: track title; album title; artist name; genre; copyright information; Copyright Owner name; ISRC and UPC identifiers; “Explicit Lyrics,” identification; biographical information; sales information- including pricing, date of first release; territories available for release; Songwriter and Publisher information and any other data that may be transmitted to VCL by the Copyright Owner along with Your Digital Master(s).
“Electronic Transmission” – means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.
Accordingly, Copyright Owner hereby grants a right to VCL, during the Term, to:
•. (i) Reproduce and convert Copyright Owner’s content delivered by Copyright Owner into digital masters that are compatible with the VCL website or otherwise utilize Your Digital Masters in accordance with these terms;
•. (ii) Promote, sell, distribute, and electronically transmit and deliver Your Digital Masters, as individual tracks or entire albums, and associated Metadata to End Users who may purchase Your Digital Masters;
•. (iii) Display and electronically transmit and deliver Artwork for use solely in conjunction with Your Digital Master(s) or the promotion of the same;
•. (iv) Create and stream thirty (30) second clips of Your Digital Masters to promote the sale and distribution of the same;
•. (v) Enable End Users to combine all or parts of Your Digital Masters in a User Mix and enable End Users to purchase User Mixes;
•. (vi) Enable the full streaming of Your Digital Masters within the VCL website for purposes of playing in virtual clubs so that End Users have the opportunity to sample different Digital Masters to determine what they would like to pay to download as well as to promote to the club audience;
•. (vii) Add effects or other sounds to Your Digital Masters for purposes of performing them;
All rights to Your Digital Masters, Artwork and Metadata can be revoked by you in their entirety upon 30 days’ notice to VCL. However, all sales to End Users of the same shall be final and such pass through licenses cannot be revoked.
Nothing herein shall obligate VCL to actually exercise any rights granted in this section.
6.3 Your Obligations.
In the event you do not fully own Your Digital Master(s) or the ownership status of the Digital Master(s) changes after upload to VCL, as the Copyright Owner, you shall obtain and pay for any necessary clearances and licenses for all Your Digital Masters, Artwork and Metadata. Specifically, you shall be responsible for and timely pay (i) any royalties and other income due to artists, authors, co-authors, copyright owners, co-copyright owners, producers and other record royalty participants from sales or other uses of Your Digital Masters; (ii) all mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Your Digital Masters from sales or other uses of Your Digital Masters; (iii) all payments that may be required under collective bargaining agreements applicable to Copyright Owner or third parties other than VCL; and (iv) any other royalties, fees and/or sums payable with respect to the Copyright Owner Content, Artwork, Metadata and other materials provided by Copyright Owner to VCL.
6.4 Payment Terms.
VCL shall pay you a percentage of the total revenue that VCL receives for the sale or other use of Your Digital Masters as set forth below. VCL will compute amounts payable to the Copyright Owner and make payment within 45 days of the end of each calendar quarter. Along with each payment, VCL will include a statement in accordance with VCL’s standard business practices denoting the total amount of sales within such calendar quarter. Such payment shall constitute full consideration for all rights granted and obligations undertaken by Copyright Owner hereunder.
Royalties Due to You:
Your Digital Masters downloaded as single Tracks: __% to you less transaction costs
Your Digital Masters downloaded in a User Mix: __% to you less transaction costs
Paid pro rata based on number of Digital Masters as a % of the total on the User Mix.
For purposes of the above royalty payments, transaction costs shall include any fees paid to third parties (i.e. Apple, Facebook, credit card fees, etc.) as well as any other costs associated with the distribution of the Digital Master or other good. VCL shall be entitled to the remainder of the revenue.
All right, title and interest in and to (i) Artwork, (ii) Your Digital Master(s), (iii) the Metadata, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by you, except as to any rights of VCL (whether pre-existing or under this Agreement), shall remain the property of you, it being understood that under no circumstances shall VCL have any lesser rights than it would have as a member of the public.
6.6 Indemnification and Warranties.
You, the Copyright Owner, will indemnify, defend and hold harmless, and upon VCL’s request, defend, VCL and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation by Copyright Owner under this Agreement; or (ii) any claim that Your Digital Master(s), sound recording or Copyright Owner Content, Artwork, Metadata or any other materials provided or authorized by or on behalf of Copyright Owner hereunder or VCL’s use thereof violates or infringes the rights of another party. Copyright Owner will reimburse VCL on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 6, provided that VCL obtains Copyright Owner’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned VCL shall promptly notify Copyright Owner of any such claim. Copyright Owner may assume control of the defense of such claim. VCL shall have the right, to participate in the defense thereof under Copyright Owner’s direction. Pending final determination of any claim involving such alleged breach or failure,
You, the Copyright Owner, represent and warrant that Your Digital Master(s) are an original and creative work by you and that you otherwise have the full authority to act on behalf of any and all owners of any right, title and interest in and to Your Digital Masters, Artwork and Metadata; that you have the full authority to enter into this Agreement and to fully perform its obligations hereunder and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein; that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by VCL hereto shall not violate or infringe the rights of any third party; that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement.
You also warrant that Your Digital Masters are not and will not be offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, and indecent, will not promote violence, terrorism, or incite hatred on grounds of race, gender, religion or sexual orientation.
You hereby acknowledge and agree that VCL (i) stores Content, Your Digital Masters and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage, distribution and commercialization of such Your Digital Masters, and (iii) plays no active role and gives no assistance in the presentation or use of the Your Digital Masters. You are solely responsible for all of Your Digital Masters that you upload, post or distribute to, on or through VCL, and to the extent permissible by law, VCL excludes all liability with respect to all Your Digital Masters and the activities of its users with respect thereto.
VCL and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any of Your Digital Masters, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of VCL. By using VCL, you irrevocably waive the right to assert any claim with respect to any of the foregoing against VCL or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
VCL reserves the right to remove Your Digital Masters, suspend or terminate your access to VCL and/or pursue all legal remedies if we believe that any of Your Digital Masters breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.
7. VIP Packages and Ticketing
Users launching events on VCL may also launch VIP Packages and/or Ticketing in conjunction with the events. VIP Packages refers to special packages for end users which may include products and rewards (digital or physical) at the discretion of the artist in return for a fee. Ticketing refers the selling of tickets for digital events in the discretion of the artist. The artist will be able to set the prices for VIP Packages and Ticketed events.
All revenue generated by VIP Packages and Ticketing will be paid directly to VCL and deposited in an account against which we will debit the fees payable by the artist to VCL, all expenses and any applicable sales tax. The VCL fee may vary based on the event and packages sold and the amount of the VCL fee will be updated here. Artist fees are paid out by VCL promptly and in any event within 15 days of the end of the month in which the fee is earned. The artist is responsible for all taxes incurred on the payment to the artist and may be required to provide documentation for the payment (i.e. W-9s, etc.)
8. Uploading Video
9. Copyright Infringement.
VCL takes copyright seriously and our users are responsible for the content that they upload or stream from our site. If you discover any Content on VCL that you believe infringes your copyright, please report this to us using any of the methods outlined in our DMCA policy.
If you would prefer to send us your own written notification, please make sure that you include the following information:
a statement that you have identified Content on VCL that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
a description of the copyright work(s) that you claim have been infringed;
a description of the Content that you claim is infringing and the location where such Content can be located;
your full name, address and telephone number, a valid email address on which you can be contacted, and your VCL user name if you have one;
a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
your electronic or physical signature (which may be a scanned copy).
Your notice should be sent to us by email to [email protected] and/or by mail to the following address:
Rayofnight Websites, Inc. 44 Pierre Brossolette Street Marsillargues, 34590, FRANCE
10. Objectionable Material.
You understand that by using VCL, you may encounter content that may be deemed offensive, indecent, or objectionable, which may or may not be identified as having explicit language. You may also experience comments, reviews or other communication from other users which may be indecent, objectionable or aggressive. Nevertheless, you agree to use VCL at your sole risk and VCL shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.
11. Repeat Infringers.
If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Digital Masters or other content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate we will send you a written warning to this effect. Any user that receives more than two of these warnings within any twelve-month period is liable to have their access to the Platform terminated forthwith.
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by VCL at its discretion.
Notwithstanding the foregoing, VCL can suspend any user account at any time in its sole discretion for any or no reason.
12. Account Registration.
•. (a) To use certain services of VCL you must register and provide certain information (e.g. a member (user) name, password, billing information, and valid email address) to VCL (“Registration Data” for the purposes of creating an Account, called my “Account”. You agree to provide current, complete, and accurate Registration Data at the time you register and you will update your Registration Data as necessary to keep it current, complete and accurate. VCL may terminate your Account and any or all rights to VCL if any information you provide is inaccurate, false, or incomplete. You agree that VCL may store and use the Registration Data you provide for use in billing fees to your credit card and maintaining your Account.
•. (b) You are solely responsible for maintaining the confidentiality and security of your Account. You agree to notify VCL immediately of any unauthorized use of your password and/or account. VCL shall not be responsible for any losses arising out of the unauthorized use of your Registration Data or account, and you agree to hold harmless and to indemnify VCL, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of your Account. You may not attempt to gain unauthorized access to VCL. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, VCL will terminate your Account
•. (c) Your Registration Data may be stored and processed wherever VCL has servers. This may include outside your country of residence and you consent to the transfer of your data outside your country.
13. Consent to our communication with You by E-Mail.
By establishing a VCL Account, you grant permission for VCL and/or its partners to contact you at your e-mail address.
14. System Requirements for Usage.
You are responsible for any hardware and/or software program(s) you use and any associated fees and expenses (a) to connect to, browse or otherwise use the Internet, and/or (b) to access VCL, and/or (c) to browse, stream, view, mix, download, play back, burn or transfer the Content, and/or (d) to play, compete and otherwise participate in virtual clubs, contests and other programs on VCL. From time to time, you may have to install software, available through the Website, to aid in the accessibility of Content; however, the purchase or obtaining of any other product shall not be construed to represent or guarantee you access to the Content. If you need information on the specifications of any equipment, internet access or software required to use VCL please contact us at [email protected] You may not attempt, nor support others’ attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with any software required for use of VCL or Content. VCL is not responsible or liable in any manner for any difficulties you may have accessing VCL whether technical or otherwise including, without limitation, any effect lack of access or degraded access may have on your score(s), standings or performance.
15. Charges and Billing.
You agree to pay for all songs, mixes, stems, virtual goods, and/or virtual currency (collectively “Products”) that you purchase. VCL may charge you in the manner you elect for any Products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account or utilize any other methods of payment collection. YOU ARE RESPONSIBLE FOR PROVIDING VCL WITH TIMELY PAYMENT OF ALL FEES. At its discretion, VCL may post charges individually or aggregate your charges with other purchases you make. If any of your billing information changes, you are responsible for updating the information in the applicable section of your “Member Account”. You are responsible for any charges on your Account that are incurred by any person through your Account, and you are solely responsible for keeping your Account secure and confidential.
16. Limitation on Sales.
VCL sells Products to end user customers only, and not to resellers, distributors, music dealers, exporters, wholesalers, or any other businesses with intent to resell. VCL reserves the right to refuse access to VCL and/or the sale of Products for any or no reason to any end user. VCL may terminate any offers for free or special promotions or pricing on merchandise at any time.
17. Right to Change Prices and Product Availability.
Prices and availability of Products offered through the Website are subject to change at any time. VCL does not provide price protection or refunds in the event of a price drop or promotional offering.
18. Sales of Downloads.
19. No Refunds.
All sales are final and nonrefundable. VCL will not refund any fees for Products or services that you purchase and then fail to download, unless such failure is caused solely by VCL.
20. No Responsibility for Typographical Errors.
It is possible that from time to time Content may be accidentally mispriced. In such an event, VCL reserves the right not to accept end user orders with prices based upon typographical errors.
You are responsible for paying any local, state, federal or other country-specific governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes.
22. Order Acceptance Policy.
Your receipt of an electronic or other form of confirmation does not (1) constitute VCL’s offer to sell and (2) convey VCL’s acceptance of your order. VCL reserves the right, at its discretion, and without prior notice to you, and for any reason, to decline your request for Product(s), or supply less than the quantity you ordered following receipt of your order.
VCL also offers subscription services to its members Subscription. If you sign up for Subscription services you agree to pay the Subscription fees and any other fees designated by VCL at the rates in effect at the time the charges are incurred. The Subscription services may include, among other things, access to premium content and services not available to other members. This premium content and services may change from time to time in the sole discretion of VCL and may be subject to other terms and conditions. Subscription fees will be billed at the beginning of any Subscription period and upon renewal. All Subscription fees and charges are non-refundable. We may change the fees and charges in effect for any Subscription service at any time and in our discretion. These fees shall be posted on the VCL website and you shall be responsible for understanding any changes that have been made. If you downgrade from one tier of subscription pricing to another, we will provide you with a credit to apply toward your new plan on a go forward basis.
Your Subscription will renew automatically unless you it is cancelled prior to any renewal period. Once the Subscription renews, the Subscription is non-refundable. We may cancel your Subscription at any time for any or no reason. The premium services applicable to any Subscription may be changed or removed from the Subscription service at any times in VCLs sole discretion. The services provided as part of a Subscription shall be posted on our website. Provided you are current on your Subscription, the services relating to that Subscription will continue to be available to you except to the extent that the services may be modified or removed by VCL during the course of the Subscription.
24. Charges and Billing.
VCL will provide notice on its website of the payment types that it accepts. However, VCL does not accept cash, money orders, or checks. You agree to pay all fees and charges associated with your purchase(s), (including any applicable taxes), at the rates in effect when the charges were incurred. You, not VCL, are responsible for any unauthorized amounts billed to your credit card by a third party. As a cardholder, your card issuer agreement governs your use of the designated card, and as such, you must refer to that agreement to determine your rights and liabilities as a cardholder. Obligation to pay for Content or Downloads previously accepted by VCL will survive your termination of your VCL Account.
25. Limitations of Content Usage and Copyright.
You may not attempt, nor support others’ attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with any software required for use of VCL or any of the Products.
Downloads from VCL are licensed to you for personal private use only and not for commercial or public use or distribution. VCL shall have no liability for lost, damaged, or destroyed Downloads. Any security technology that is provided with a Download is an inseparable part of the Download. The Download capability does not operate to limit any rights of the copyright owners in a Product or any works embodied in them.
Except as otherwise provided herein, you may not copy, reproduce, modify, rent, lease, broadcast, download, transmit, distribute or otherwise disseminate any Downloads or Content contained on the Site except for your own personal, non-commercial use. Any copying, distribution, use or sharing is not permitted by this Agreement or applicable provisions of the United States Copyright Code, and is in violation of U.S. and international copyright and intellectual property laws.
26. Prohibited Uses of Downloads.
You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with the Downloads. You may not play and then re-digitize any Downloads. You may not create any “derivative works” by altering any of the Content except to the extent such alteration is enabled by VCL. You may not use the Downloads in conjunction with any other third-party content (e.g., to provide sound for a film). YOU MAY NOT UPLOAD DOWNLOADS TO THE INTERNET. PEER-2-PEER FILE SHARING IS STRICTLY PROHIBITED. Any other manner of network file sharing and transfer of Downloads to devices for such purpose is expressly prohibited and is a violation of U.S. and international copyright law.
27. Loss of Rights by VCL.
VCL may at any time lose the right to make certain Products available. In such an event, you will no longer be able to access such Products from VCL’s Library function or obtain them from VCL’s catalog.
28. Electronic Signatures and Contracts.
Your use of the Website and establishment of an Account includes the ability to enter into agreements and/or to make purchases electronically. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of this Agreement and to pay for such purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Website, including notices of cancellation, policies, contracts, and applications.
29. Community Features / Public Areas.
The Website may contain features that enable you to view, mix and download Content that other members have provided to VCL. These features may include access to members most recently played lists and access to member’s collections of Content. Further, VCL may feature message boards and/or chat rooms that allow for communication and posting of public profiles between users of VCL. VCL HAS THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR, EDIT, OR REMOVE ANY ACTIVITY OR CONTENT IN SUCH PUBLIC AREAS, OR TO RESTRICT ACCESS TO OTHER MEMBERS TO VIEW YOUR MUSIC, CONTENT COLLECTION OR PUBLIC PROFILES. VCL is not responsible and assumes no liability for any activity, content, messages and the like that you or any other users post to a public area or a public profile, or send to another user over an instant messenger system.
You may not use VCL (or any part of it, including but not limited to public areas) to upload, post, transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a “spamming” nature, defamatory, or invasive of privacy; (ii) violate (intentionally or unintentionally) a contractual, fiduciary or confidentiality obligation or duty you have to any third party; (iii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer system; or (iv) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Website or any networks connected to or by the Website. In addition, you may not use a false email address or otherwise mislead other members as to your identity or the origin of a message or content.
31. VCL’s Rights.
By posting messages, inputting data, or engaging in any other form of communication through VCL, you agree that VCL may copy, sub-license, adapt, transmit, publicly perform or display any such content to provide and/or promote VCL and/or to respond to any legal requirement, claim or threat. If VCL’s use of such content exploits any proprietary rights you may have in such material, you agree that VCL has an unrestricted, royalty-free, non-exclusive and perpetual worldwide license to do so. You represent and warrant that you own or otherwise control all applicable rights to the content, material, messages and the like that you post, upload, transmit or display; that the content, material, messages and the like are accurate; that use of the content, materials, messages and the like that you supply does not violate third-party rights and will not cause injury to any person or entity; and that you will defend indemnify and hold harmless VCL, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from content, messages, materials and the like that you supply. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of VCL is solely your responsibility.
The VCL website utilizes “Cookies” which are small data files that are written to your hard drive when you visity our site. Our Cookie files may contain information including your Registration Information and may be used by VCL for, among other things, tracking the pages you visited, how long you visited the pages and other analytics relating to your usage of the website. We may also utilize this data as well as aspects of your Registration Information to understand the composition of our user base and to aggregate that information for advertisers or other third parties. Certain aspects of the website may not perform optimally or at all without Cookies be enabled through your browser.
All copyrights in and to the VCL website, including but not limited to, the VCL music store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by VCL and/or its licensors. The use of VCL, or any Content on VCL, except for use as expressly permitted in this Agreement, is prohibited and subject to civil and criminal penalties, including possible monetary damages, for copyright infringement. All rights not expressly granted to you in this Agreement are reserved to VCL and/or is licensors.
All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection VCL are the property of VCL and/or its affiliates or licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner.
36. Violation of Intellectual Property Rights.
If VCL receives a notice alleging that you have engaged in behavior that infringes VCL’s or any other party’s intellectual property rights or reasonably suspects the same, VCL may suspend or terminate your Account without notice to you, and shall have no liabilities to you, past or present, for suspension or termination under this paragraph.
37. Enforcement of These Terms.
VCL reserves the right to enlist and take measures that VCL believes are reasonably necessary to enforce, or appropriate to enforce, or verify compliance with any part of this Agreement (including but not limited to VCL’s right to cooperate with any legal process relating to your use of the Website and/or Content, and/or a third party claim that your use of VCL and/or Content is unlawful and/or infringes such third party’s rights). You agree that VCL has the right, without liability or notice to you, to disclose any Registration Data/Account information to law enforcement authorities, government official, and/or third party, as VCL believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to VCL’s right to cooperate with any legal process relating to your use of VCL and/or the Content, and/or a third party claim that your use of VCL and /or the Content is unlawful and/or infringes such third party’s rights).
38. No Responsibility for Third-Party Materials or Web Sites.
VCL may include Products, Content, and services from third parties. VCL may include links to third party websites, which are provided solely as a convenience to you. VCL assumes no liability or responsibility for third-party materials or websites, and you acknowledge and agree that VCL is not responsible for evaluating or examining the content or accuracy of any such third-party material or websites.
39. Indemnity and Waiver.
By using VCL you agree to defend, indemnify and hold harmless VCL and its agents, employees, directors, contractors, representatives, licensors, technology providers, affiliates, parents and subsidiaries from and against any and all claims, losses, demand, causes of action and judgments (including attorney’ fees and court costs) arising from or concerning your breach of this Agreement and your use of VCL or the Content and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof. You shall not sue or seek to recover any damages or other payment from VCL and its agents, representative, employees, Licensors, content and technology providers, and any parent or subsidiary company as a result of its decision to terminate or suspend the Agreement and service hereunder.
If you fail, or VCL suspects that you have failed, to comply with any of the provision of this Agreement, including but not limited to failure to make payment of fees due, failure to provide VCL with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, or violation of these Terms and Conditions or any license, VCL, at its sole discretion, without notice to you may: (i) terminate this Agreement and /or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude your access to VCL (or any part thereof), and seek any other lawful remedy available.
41. Governing Law.
The laws of France, excluding its conflicts of law rules, govern this Agreement and your use of VCL. Your use of VCL may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with VCL or relating in any way to your use of the Website resides in the state or federal courts located within Montpellier, FRANCE.
42. Disclaimers and Limitations of Liability.
•. (a) You agree that from time to time VCL may be removed for indefinite periods of time, or canceled in its entirety at any time, with or without notice to you.
•. (b) VCL makes no warranty that any particular CD burner or portable device will be compatible with Downloads or any Content offered on the Website.
•. (c) Under no circumstance shall VCL be liable for any unauthorized use of VCL, Downloads or its Content.
•. (d) To the extent that in a particular circumstance any disclaimer or limitation on damages or liability set forth herein is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, VCL shall be entitled to the maximum disclaimers and/or limitation on damages and legality available at law or in equity by such applicable law in such particular circumstance, and in no event shall such damages or liability exceed US $10.
•. (e) All Downloads, Content and the VCL website and any and all services related thereto are provided to you on an “as is” and “as available” basis without warranty of any kind either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. VCL makes no warranty as to the accuracy, completeness, currency, or reliability of any Download or Content. Use of VCL, Content and Downloads is at your sole risk. VCL makes no representations or warranties that use of VCL will be uninterrupted or error-free. You are responsible for taking all necessary precautions to ensure that any Downloads or Content you may obtain from VCL is free of viruses.
•. (f) VCL specifically disclaims any liability, whether based in contract, tort, strict liability or otherwise, for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of VCL, the Content or Downloads even if VCL has been advised of the possibility of such damages including without limitation any damages that arise in connection with mistakes or omissions in, or delays in transmission of, information or content to or from the user, interruptions in telecommunications connections to the website or viruses, whether caused in whole or in part by negligence, acts of God, telecommunications failure, theft or destruction of, or unauthorized access to the website, or related information or programs.