Terms of Use / User Agreement
Last Updated: July 27, 2009
Welcome to Silent Majority Music, LLC’s website, silentmajoritymusic.com (“Silent Majority”).
Accessing or using the Silent Majority website, whether or not you are a registered user, signifies that you have read, understand and agree to these Terms of Use. You will be unable to complete registration and join Silent Majority without indicating that you have read and agreed to this User Agreement.
READ THESE TERMS CAREFULLY.
Silent Majority in its sole discretion, reserves the right to change, modify, add or delete any portion or portions of these Terms of Use. Any such change, modification, addition or deletion can be made at any time without notice, and will be effective immediately upon posting.
EXCHANGING FILES
In order to create or collaborate on new music projects, users of Silent Majority may exchange, or transfer information, including but not limited to audio, video, text, or other information or files (“information”). Any such exchange of information and any fees associated with those exchanges, are generated and agreed to by the users. Silent Majority claims no rights, other than those listed below, to such information that may be uploaded and/or exchanged, or to the product(s) of those collaborations. Silent Majority is not responsible for the outcome of any collaboration or music project.
Silent Majority encourages users to discuss with other members the terms of their work and the protections relating to their work. All users must comply with copyright and similar laws and must not infringe on the rights of others. However, Silent Majority does not monitor in any manner compliance with those laws or rights, and Silent Majority is not responsible for protecting the copyright, license or other similar rights of any user. Silent Majority is not required to file suit or participate in any claim or lawsuit.
Users agree not to use the Silent Majority web site to reproduce, distribute, upload, download, or exchange information that is, or has included therein, material that is copyrighted by parties other than themselves or the users with whom they are exchanging files or content. In its sole discretion, unless otherwise orded by a court of competent jurisdiction, Silent Majority reserves the right to suspend, terminate, or remove and information or exchanges of information that Silent Majority believes may infringe on the rights of any person or entity under copyright law or other applicable law.
Silent Majority strongly believes in the rights of individuals to protect their original works. If you believe that any work appears on this website in violation of your rights, or the rights of some other party, please report this infringement to Silent Majority according to the procedures set forth below.
Uploading files to any area of Silent Majority which is accessible by other users of Silent Majority signifies that you are granting Silent Majority worldwide, royalty and compensation free, non-exclusive license(s) in perpetuity to reproduce, distribute, use and publicly display such content in any fashion that Silent Majority sees fit, whether on the Silent Majorty website or in any other way connected or related to Silent Majority, including but not limited to promotion, recording projects, compilations, of any other appropriate use connected to the business of Silent Majority. You agree that Silent Majority may transfer these rights to a third party whether through sale or acquisition of Silent Majority, or otherwise, at any time, without notice.
COPYRIGHT INFRINGEMENT and ADMINISTRATIVE REMEDIES
Prior to the filing of any lawsuit, or other form of dispute resolution, if it is your belief any material on the Silent Majority website violates any of your copyrights or other rights, you agree to send a written notification of such violation to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:
THOMAS POSTMA
PO BOX
#2125
Grand Rapids, MI 49503
To meet the notice requirements under the Digital Millennium Copyright Act (DMCA), the notification must consist of a written communication that includes the following:
1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2) 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;
3) 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;
4). 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;
5) 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
6) 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.
PROHIBITED CONTENT AND USAGE
Silent Majority has been created to promote the positive and production exchange of creative ideas. By using Silent Majority, you agree that you will not, in any fashion whatsoever, utilize Silent Majority to upload, post, email, transmit or otherwise make available any content that Silent Majority, in its sole discretion, deems to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, pornographic, libelous, or otherwise objectionable. Users also agree not to upload any content that infringes upon any patent, trademark, trade secret, copyright or other proprietary rights of any party, or user submissions that users do not have a right to make available under applicable law or any contractual or fiduciary relationships. Silent Majority reserves the right, without prior notice to users, to remove any such material from the web (including, but not limited to, photos, text, files, user submissions, user profiles, and user accounts) and any other content that Silent Majority deems to be incompatible with these Terms of Use and/or the goals of Silent Majority.
Silent Majority forbids users to impersonate any person or entity, or to falsely state or otherwise misrepresent themselves or their affiliation with any person or entity. Intimidation or harassment of another user or use or attempted use of another user’s account, service or system, or creating a false identity on Silent Majority is expressly forbidden.
As a user of Silent Majority, you may not 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. You may not send unsolicited email advertisements to the Email address of another Silent Majority user. You may not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
USER PRIVACY
Upon registration with Silent Majority, users may receive member profiles. Users then choose, by adding it to their profiles, the information they want to make public. This information will then be visible to other users of Silent Majority. Silent Majority does not share personal information, including information on user profiles, without prior written consent from users.
Users of Silent Majority agree not to share, reproduce or distribute any information from Silent Majority without the express written consent of the user whose information is being shared, reproduced, or distributed. Users may not add any other Silent Majority user to any mailing list without that other user’s express written consent. Users may not use Silent Majority to facilitate sending spam or other content that would violate these Terms of Use.
Silent Majority Music, LLC may disclose information about Silent Majority’s 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. Silent Majority may also disclose information about Silent Majority web 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 Silent Majority, its owners, officers, directors, agents, subsidiaries, joint-venturers or employees, the users of Silent Majority, or the general public.
Although Silent Majority makes good faith efforts to store information in a secure operating environment not available to the public, Silent Majority cannot guarantee complete security. Silent Majority disclaims liability for security breaches, hackers, or inadvertent disclosures.
REGISTRATION AND PAID MEMBERSHIPS
You may register to use Silent Majority free of charge. However, many of the functions on the website require paid memberships. Paid memberships are non-refundable. Monthly memberships are billed continually on a month to month basis unless the membership is canceled. Silent Majority will notify, by e-mail, members with yearly memberships prior to automatic renewal. Silent Majority agrees to terminate memberships upon request. Membership fees already billed in the month a member cancels are not refunded. 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, Silent Majority, in its sole discretion and without prior notice, reserves the right either to suspend or terminate access to a purchaser’s account. Silent Majority, 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.
PARENTAL CONSENT
Silent Majority prohibits those who are under the age of 13 from utilizing its services without written consent from a parent or guardian, and does not collect information from them. If you are under the age of 13, you must leave immediately. If we learn that we have collected personal information from a child under 13, we will use our best efforts to delete that information as soon as possible. If you believe we have any information from or about a child under age 13 please contact us immediately.
If you are a minor who is 13 years of age or older, a parent or guardian of any minor must agree to these terms of use. By utilizing the services of Silent Majority, you are representing that you are either 18 years of age or older, or that you are between the ages of 13 and 17 and that a parent or guardian has reviewed and agreed to these Terms of Use.
DISPUTES BETWEEN USERS
Users of Silent Majority are solely responsible for their interactions with other users, including those with whom they collaborate, whether on or off Silent Majority. Silent Majority is not responsible for arbitrating, hearing or settling disputes that may arise between users. Silent Majority reserves the right, but has no obligation, to monitor disputes between users of Silent Majority.
PROPRIETARY RIGHTS
All material (excluding User Submissions) on Silent Majority, including, but not limited to, design, text, graphics, other files, and their selection and arrangement are the sole property of Silent Majority. All rights are reserved. No 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 Silent Majority.
All trademarks, logos, trade dress and service marks on Silent Majority web site are either trademarks or registered trademarks of Silent Majority Music, LLC and may not be copied, imitated, or used, in whole or in part, without the prior written consent of Silent Majority Music, LLC.
LINKS TO OTHER WEBSITES
Silent Majority contains links to other web sites. Inclusion of any linked web site on or through Silent Majority does not imply any approval or endorsement of the linked web site. Silent Majority has not reviewed these web sites and is not responsible for their content, accuracy or the opinions expressed on such other web sites, Linked web sites are not investigated, monitored or checked by Silent Majority. Leaving Silent Majority to access other third-party sites, is done so at the user’s own risk.
DISCLAIMERS
Silent Majority music is not responsible for any incorrect or inaccurate content on Silent Majority, user submission or any other user-generated material posted on Silent Majority or in connection with Silent Majority, whether posted or caused by users of Silent Majority, or by any of the equipment or programming associated with or utilized in Silent Majority. Silent Majority Music is not responsible for the conduct, whether online or offline, of any user of Silent Majority. Silent Majority may be temporarily unavailable from time to time for maintenance or other reasons. Silent Majority 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. Silent Majority 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 Silent Majority. Under no circumstances will Silent Majority be responsible for any loss or damage, including, but not limited to, personal injury or death, or consequential damages resulting from anyone’s use or viewing of Silent Majority, any user submissions or any other User-generated material posted on or through Silent Majority or transmitted to users, or any interactions between users of Silent Majority, whether online or offline. THE SILENT MAJORITY WEB SITE, ITS CONTENT, USER SUBMISSIONS AND ANY USER-GENERATED MATERIAL ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND AND SILENT MAJORITY MUSIC DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SILENT MAJORITY MUSIC CANNOT PROMISE GUARANTEE AND DOES NOT PROMISE OR GUARANTEE ANY SPECIFIC RESULTS FROM USE OF SILENT MAJORITY. Applicable law may not allow exclusion of certain or all implied warranties, so the foregoing may not apply to you in some respects.
LIABILTY LIMITATIONS
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL SILENT MAJORITY MUSIC BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF SILENT MAJORITY OR THE SERVICE, EVEN IF SILENT MAJORITY MUSIC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SILENT MAJORITY MUSIC’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 SILENT MAJORITY MUSIC FOR THE SERVICE DURING THE TERM OF MEMBERSHIP; AND (B) ONE HUNDRED DOLLARS ($100).
USERS WILL NOT HOLD SILENT MAJORITY RESPONSIBLE FOR OTHER USERS’ ACTIONS OR INACTIONS, INCLUDING FILES UPLOADED TO THE SILENT MAJORITY MUSIC WEB SITE. YOU ACKNOWLEDGE THAT SILENT MAJORITY IS A VENUE TO ALLOW THE EXCHANGE OF AUDIO FILES FOR THE PURPOSES OF COLLABORATION. SILENT MAJORITY MUSIC IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN BUYERS AND SELLERS OF FILES EXCHANGED USING SILENT MAJORITY. SILENT MAJORITY MUSIC HAS NO CONTROL OVER, DOES NOT GUARANTEE, AND DISCLAIMS ANY AND ALL LIABILITY FOR THE QUALITY OF SERVICES ADVERTISED OR FILES EXCHANGED, THE TRUTH OR ACCURACY OF PROFILES OR OFFERS FOR SERVICES, THE ABILITY OF BUYERS TO PAY FOR FILES EXCHANGED, THE TERMS OF AGREEMENT AND ALL CONSEQUENCES THEREOF BETWEEN BUYERS AND SELLERS, OR THAT A BUYER OR SELLER WILL ACTUALLY COMPLETE A TRANSACTION.
WE ARE NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF SILENT MAJORITY.
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE SILENT MAJORITY MUSIC (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
CERTAIN LAWS AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
GOVERNING LAW AND VENUE
By visiting or using Silent Majority, Users agree that the laws of the United States of America and the State of Michigan, 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 Silent Majority Music or any of its affiliates. Each user also consents to Jurisdiction in the Western District of Michigan for any matter of Federal Jurisdiction, and in the Kent County Circuit Court or 61st Distrcit Court for any matter of State jurisdiction. Any legal action or proceeding related to this Web Site (including, but not limited to, user visits to or use of the Silent Majority) shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Michigan. To the extent you might have in any manner violated or threaten to violate Silent Majority Music or any of its affiliates’ proprietary or intellectual property rights, Silent Majority Music 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 Michigan.
Any claim, action or proceeding by you related in any way to the Silent Majority and/or the Service (including your visit to or use of the Web Site and/or the Service) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
INDEMNIFICATION
By using Silent Majority, you agree to indemnify and hold harmless Silent Majority, its subsidiaries and affiliates, their owners, directors, officers, agents, partners, contractors, joint venturers and employees, from any and all losses, liability, claims, or demands, including payment of actual attorney fees, should a third party assert or initiate and investigation, proceeding, claim or cause of action against any User or against Silent Majority as a result of your violation of these Terms of Use, or your violation of any right of the third party.
OTHER
These Terms of Use together with any other policies of Silent Majority Music posted by it on Silent Majority, constitute the entire agreement between you and Silent Majority Music regarding the use of Silent Majority, superseding any prior agreements between you and Silent Majority music relating to your use of Silent Majority web site. You agree that there have been no other agreements or representations made by Silent Majority to you, whether written, oral, or otherwise. The failure of Silent Majority to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. Silent Majority Music reserves the right to make changes to Silent Majority, policies, and these Terms of Use at any time. Changes take effect when they are posted on Silent Majority. You agree that you will be bound by any changes, and that it is your responsibility to monitor these Terms of Use for any changes. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Silent Majority 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 Silent Majority is void where prohibited.
TERMINATION
You agree that Silent Majority Music, in its sole discretion and without prior notice, has the right but not the obligation to delete or deactivate your Silent Majority account, block your email or IP address, or otherwise terminate your access to or use of Silent Majority (or any part thereof), immediately and without notice, and remove and discard any user submissions within Silent Majority, for any reason, including, without limitation, if Silent Majority believes that you have acted inconsistently with these Terms of Use. Further, you agree that Silent Majority shall not be liable to you or any third-party for any of the foregoing actions or for termination of your access to Silent Majority. Further, you agree not to attempt to use Silent Majority after said termination. Also, any user is not entitled to a refund or pro-rata refund of any fees or payments.
Without limiting the foregoing, in accordance with the DMCA and other applicable law, Silent Majority Music has adopted a policy of terminating, in appropriate circumstances and in the sole discretion of Silent Majority web site, members who are deemed to be repeat infringers of intellectual property rights. Silent Majority Music may also, at its sole discretion and without prior notice, limit access to Silent Majority and/or terminate the memberships of any Users who, in the judgment of Silent Majority Music, infringe any intellectual property rights of others, whether or not there is any repeat infringement.
QUESTIONS
Please e-mail us for help or more information. You may contact us at feedback@silentmajoritymusic.com.
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