PMP Worldwide, Inc.
Description of Service
There are three (3) types of users of the Site: (i) general visitors of the Site ("Visitors"), (ii) paid members who are producers and who in exchange for paying a membership fee are entitled to upload their content to the Site and to their individual producer profile located on the Site ("Producers") and (iii) users who have registered with the Site as "Buyers" to access the Site and individual Producer profile section of the Site in order to identify and locate Producers and/or such Producer's "User Content" (defined below). The Service includes a combination of content that we create and that other third party content suppliers, including users, create. By example, the Service provides you and other users with an opportunity to submit, post, display, transmit and/or exchange audio files, information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material (collectively, "User Content") to us or others on or through the Site and Service. PMP will adhere to high quality and ethical standards in the creation of PMP's content, however, in using the Service, you may be exposed to content that you find offensive, indecent, objectionable, or that is inaccurate and you bear all risks associated with using that content. You understand that the Service is provided by PMP "as is", and that PMP does not guarantee the accuracy, integrity or quality of any content available on or through the Service. In this regard, you acknowledge that you should not rely on any of this content, whether created by or submitted by a third party to PMP. You understand that from time to time, you may communicate with, receive communications from, or otherwise participate in or use the services or obtain goods and services of or from, Buyers, Producers or third parties (e.g., advertisers) as a result of your use of the Service. All such communication, interaction and participation is strictly and solely between you and such party and PMP shall not be responsible or liable to you in any way in connection with these activities or transactions (including, but not limited to, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and another party, or any goods or services you may purchase or obtain from any party). In particular, the appearance or availability of links to a Producer's, Buyer's, or third party Web sites on or through the Service does not constitute an endorsement by PMP with respect to the content, advertising, products, or other materials available on or from such Web sites. You further understand and agree that the Service may include certain communications from PMP (such as administrative messages and certain newsletters), and that these communications are considered part of the Service and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Site or Service shall be subject to these Terms. Finally, you are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
Use of Site and Service
This Participation Agreement offers you the ability to access the Service and Site for the express purpose of accessing and using PMP's proprietary media tools platform and network for enjoyment, manipulation and transmission of audio, visual and individual works, the posting of or linking to or uploading of User Content, social networking and all other features, functions or services offered in the Service and Site (collectively, "Materials").
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms at any time without further notice. If we do this, we will post the changes to these Terms on the Site. Your continued use of the Materials, Service or the Site after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Materials, Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms and to review such changes.
PMP's Intellectual Property. All content in the Materials, on the Site and available through the Service, including but not limited to designs, text, graphics, images, photographs, illustrations, audio and video material, artwork, information, database, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, and their selection and arrangement ("Site Content"), including but not limited to all associated copyrights, trademarks, brands, service marks, and patents, but excluding any of your or other party's User Content which has been posted, are the proprietary property of PMP, its users or its licensors with all rights reserved.
Subject to the limited license granted to you hereunder, you may not modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, create derivative works from, or broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Materials or other materials contained within the Site or Service (except for your User Content) without the express prior written consent of PMP.
Others' Intellectual Property. PMP respects the intellectual property of others, and we ask you to do the same. It is important (and a condition of this Participation Agreement) that you only post content (including, but not limited to musical recordings, images or videos) that you own or control -- and not content owned or controlled by others.
You are fully responsible for any content that you post. In other words, if you post content you do not own or otherwise do not have the right to post, you are responsible for paying the owners for license fees, royalties, damages, penalties, attorneys' fees, and any other liability or obligation.
Registration Information and Password Security
PMP shall provide you with access to the Service and Site, and if you are a Producer, you shall pay the monthly subscription fees listed on the Producer's registration page on the Site. By completing the registration process for the Site you are permitted to establish one account and to access through your account by means of an Internet connection (which PMP does not provide). Unless you qualify, at PMP's sole and absolute discretion, in the Advertising Revenue Share Program (described below), you acknowledge and agree that you shall receive no compensation or acknowledgement in connection with your use of the Site and Service, and that the limited license granted to you hereunder shall be your sole and exclusive compensation in connection with your participation hereunder. You are responsible for all activities that occur under your account. You agree to notify PMP immediately of any unauthorized use of your account or any breach of security with respect to your account. PMP will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. In addition, you may be held liable for any losses incurred by PMP or another party due to someone else using your account. You may not use anyone else's account at any time.
In consideration of your use of the Service and Site, 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 and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to PMP, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. If PMP allows you to choose a username and you select, in our sole discretion, one that is obscene, indecent, abusive or which is otherwise objectionable or improper under applicable law, PMP has the right, without prior notice to you, to automatically change your username, delete your User Content (as defined below) under it, deny you access to the Service or Site, or any combination of these options. You may not transfer your registration, password or user name to another person or share it with anyone. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements. If you believe your information has been used without your authorization, you agree to notify PMP immediately.
User Content Submissions
You are solely responsible for the User Content that you upload, publish, modify, or display on or through the Materials, Service or the Site, or transmit to or share with other users. By uploading, publishing, modifying or displaying User Content to any part of the Site or Service, you automatically grant, and you represent and warrant that you have the right to grant, to PMP an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Content for any purpose on or in connection with the Site or Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.
Furthermore, you represent and warrant that your User Content will not contain any material that:
You understand and agree that User Content does not reflect the views of PMP and PMP does not verify, endorse, or vouch for any such content and if we determine in our sole discretion that any User Content is inaccurate, was posted without authorization, or otherwise does or may violate these Terms or applicable law, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable user's right to use the Materials, Site and Service; and/or (c) use any technological, legal, operational, or other means available to PMP to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating the applicable user's registration.
Audience Rank Advertising Revenue Share Program Guidelines and Eligibilty Requirements
PMP offers a unique opportunity for certain Producers to share in certain advertising revenues generated by PMP based on the program described below ("Advertising Revenue Share Program" or "ARSP"). We may change these Program Guidelines and Eligibility Guidelines from time to time as we receive and analyze information based upon a user's participation and use of the Serivice and Site. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Program Guidelines and Eligibility Requirements at any time without further notice. If we do this, we will post the changes to these Program Guidelines and Eligibility Requirements on this page. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Program Guidelines and Eligibility Requirements. If you do not agree to these or any future Program Guidelines or Eligibility Requirements, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Program Guidelines or Eligibility Requirements and to review such changes.
Producer Accounts and the ARSP Fund. PMP measures the total amount of traffic driven to a Producer profile as determined by PMP's proprietary automatic tracking and point formula system. This tracking system will measure data such as page impressions, unique visitors, hits, page views, etc., of a Producer profile and PMP shall then assign a numeric point value to such Producer's account based upon such calculations. Based upon this numeric point value data, PMP shall decide which Producers are eligible to participate in the ARSP. PMP will allocate a specific percentage of its total quarterly advertising revenue received by the PMP into a general ARSP fund ("ARSP Fund"). At the end of each calendar quarter, the ARSP Fund shall be distributed into the participating individual Producer PAYPAL accounts based on and pursuant to the amount of points such Producer has accrued. You hereby acknowledge that PMP in its sole and absolute discretion selects the Producers who participate in ARSP and sets the percentage of advertising revenue to be contributed to the ARSP Fund based upon PMP's data collection. PMP shall not be held liable for any reason for the failure to distribute such APRS Fund to any particular Producer.
The Audience Rankings. Quarterly distributions to the ARSP Fund are determined as follows: each day, Producers earn "points" as described above for different activities on a Producer's profile. At the end of each day, points are totaled. Producers are ranked based on the number of points accumulated by the Producer and shall be designated an audience ranking "tier" based upon the amount of total points for that particular calendar quarter. A Producer participating in the ARSP is entitled to a higher distribution percentage of the quarterly ARSP Fund according to how high the Producer's audience ranking "tier" is at the end of the corresponding quarter. The numeric threshold or any other measurement system for each audience ranking �tier" shall be determined by PMP is its sole and absolute discretion.
Distributions. All distributions as described hereunder, if any, shall be paid within forty-five (45)days after the end of each calendar quarter. Notwithstanding the foregoing, PMP will not be liable for any payment based upon fraudulent activity, or any automated system or procedures resulting in illegitimate audience rankings. PMP reserves the sole right to assess such activities.
Other. Participation in the ARSP is contingent on full adherence to the Terms and any other rules set forth in writing on the Site or Service. In order to receive distributions, you must comply with all information requests from PMP and must provide your social security number (or federal tax id) and PayPal account information. You understand that it is your sole responsibility to keep your account information current.
PMP and its designees may attribute you (and use, publish, transmit, and reproduce your name, likeness, and biographical details) in connection with the Site and Service and your contributions to User Content in the sole discretion of PMP and its designees.
Rules of Conduct
Your participation in and use of the Site and Service is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. In addition, you agree that:
You further agree that you will not use the Site or Service to:
You are granted a limited license to access the Site, Service and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you do not alter, delete or conceal any copyright or other notices contained on the Site or Service, including notices on any content you download, transmit, print or reproduce from the Site or Service, nor shall you distribute such Site Content.
Except for your own User Content, you may not and will not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service, Site or the Site Content other than as specifically authorized herein, without the prior written permission of PMP, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights. This license is revocable at any time without notice and with or without cause.
Outside Party Websites and Content
The Site contains (or you may be sent through the Site or the Service) links to other web sites, including a Buyer's or Producer's websites which are separate from our Site and Service ("Outside Party Sites") as well as articles, photographs, text, graphics, pictures, designs, video, audio, information, applications, and other content or items belonging to or originating from outside parties ("Outside Party Applications or Content"). Such Outside Party Sites and Outside Party Applications or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Outside Party Sites accessed through the Site or any Outside Party Applications or Content posted on, available through or installed from the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Outside Party Sites or the Outside Party Applications or Content. Inclusion of, linking to or permitting the use or installation of any Outside Party Site or any Outside Party Applications or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Outside Party Sites or to use or install any Outside Party Applications or Content, or enter into a transaction with such Outside Party Site (including, but not limited to, a Buyer or Producer) or operator or member of such Outside Party Site you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Our Site and Service may allow users to make some of their personal information (including, but not limited to, name, company affiliation and job title) available to other visitors as part of their profile or other listing for that Service. These information fields are clearly identified as part of the registration process. If you do not want certain personal information to be available to other Service users, you should not include it in your profile or other listing. As with all other content on the Site and Service, we reserve the right to refuse (or remove) listings in our sole discretion, and without prior notice, if we determine that they are inaccurate, were posted without authorization, or otherwise violate these Terms.
Our Service may from time to time conduct promotions, including, but not limited to sweepstakes and contests ("Promotions"). If we conduct a Promotion the terms, conditions and rules for that Promotion will be posted or otherwise made available to you and, for purposes of each Promotion in which you participate, will be deemed incorporated by reference into these Terms (and therefore a part of your agreement with PMP).
Storage and Practices
You acknowledge that PMP may establish general practices and limits concerning use of the Site and Service, including without limitation the maximum number of days that User Content will be retained by or made available through the Site or Service, the maximum disk space that will be allotted on PMP's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site or Service in a given period of time. You agree that PMP has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Site or Service.
PMP has the right to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
We may take any of the above actions for any reason, as determined by us in our sole discretion, including, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Service (or any part thereof), and (e) unexpected technical or security issues or problems. You agree that we will not be liable to you or any third party for taking any of these actions.
You hereby agree to indemnify, defend and hold PMP, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, "Parties"), harmless from and against any and all liability, losses, expenses, damages, and costs (including reasonable attorneys' fees), incurred by any of the Parties in connection with any claim arising out of your use of the Service and/or Site, any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, the content you submit, post, transmit or make available through the Service and or Site(including without limitation any musical recordings, musical/lyrical recordings, audiovisual works, text, and images you upload or otherwise provide to the Site), your violation or breach of any these Terms, your connection to the Service and/or Site, or your violation of the rights of any other person or entity.
YOU AGREE THAT YOUR PARTICIPATION IN AND USE OF SERVICE AND SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY THE LAW, PMP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH YOUR PARTICIPATION IN AND USE OF THE SITE AND SERVICE. PMP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF PMP'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OR ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF PMP'S SITE AND SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF PMP'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICE BY ANY THIRD PARTY, AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICE. PMP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE (INCLUDING THE SERVICES OF BUYERS OR PRODUCERS) OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PMP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE (INCLUDING BUYERS AND PRODUCERS). YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE SITE, AND TO ALL TRANSACTIONS YOU UNDERTAKE ON THE SITE OR THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION SUBMISSION OF ANY USER CONTENT.
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.
PMP has the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Service and/or Site, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Service on any particular device or communications service. PMP has no obligation to provide you with notice of any such changes, and PMP is under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Service or Site.
LIMITATION OF LIABILITY
SOME U.S. STATES DO NOT ALLOW, AND OTHER JURISDICTIONS MAY NOT ALLOW, THE LIMITATION AND LIABILITY, SO THE FORGOING DISCLAIMER MAY NOT APPLY TO YOU IF PROHIBITED BY APPLICABLE LAW.
The Materials, Site and Service are intended solely for users who are thirteen (13) years of age or older, and any registration by, use of, or access to the Site or Service by anyone under the age of 13 is unauthorized, unlicensed, and in violation of these Terms. By participating in and using the Materials, Service and/or Site, you represent and warrant you are 13 or older and that you agree to abide by all of the terms and conditions herein. If you are under 18, you affirm that you are either an emancipated minor or possess legal parental or guardian consent to access and use the Service and Site. We may terminate your account, project, and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Site for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13.
Entire Agreement. These Terms, including the policies referred to in these Terms, constitute the entire agreement between you and PMP and govern your use of the Materials, Service and Site, superseding any prior agreements between you and PMP. These Terms cannot be changed or terminated orally.
Notice. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on or through the Site or Service or delivering them to you through email. You may update your email address by visiting the Site or Service where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting PMP at PMP Worldwide, Inc., 825 Third Avenue, 2nd Floor, New York, New York 10022. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Assignment. You agree that these Terms and our rights hereunder may be assigned, in whole or in part, by PMP or its affiliate to any third party, in our sole discretion, including an assignment in connection with a merger, acquisition, reorganization or sale of substantially all of our assets, or otherwise, in whole or in part. You may not assign, sublicense, or delegate your rights hereunder.
Choice of Law and Forum. The formation, construction and interpretation of this Participation Agreement shall be controlled by the laws of the State of New York, giving no effect to choice of law provisions. Any dispute relating to this Participation Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to this Participation Agreement.
Waiver and Severability of Terms. The failure of PMP to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Claims of Copyright Infringement
PMP respects the intellectual property of others. If you believe that your copyrighted work has been copied and is accessible in the Materials, Service and/or on the Site in a way that constitutes copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2), you are encouraged, as a first step, to contact the involved party in an attempt to resolve the issue directly. You may in addition or as a next step send a notification of claimed copyright infringement to PMP's designated agent along with the following information:
PMP's designated agent for notice of claims of copyright infringement on the Site can be reached as follows:
PMP Designated Copyright Agent
By email: email@example.com
Please note that this contact information is only for reporting claims of copyright infringement. Any other inquiries reported through this process will not be guaranteed a response.
For questions about terms of service contact us at:
PMP Worldwide, Inc.