This agreement (the “Agreement”) is between Broadcast Music, Inc. (“BMI”, “we”, “us” or “our”) and you and applies solely to your use of BMI’s Online Services. “Online Services” are our websites and other Internet and mobile-based services (including all Material available thereon), in each case that require an account, a username and password, or some other special relationship with BMI in order to gain access. For purposes of this Agreement, “Material” means any data, content, software, recordings, video or other material (including information, applications, products, services, advertising and links to third party websites).
Please carefully read this Agreement, which contains important provisions regarding your use of our Online Services and which make you responsible for certain losses associated with your use of our Online Services. By clicking “Accept” below, you agree to the terms of this Agreement. If you don’t agree with the terms in this Agreement, do not use our Online Services.
- YOUR ABILITY TO ENTER INTO THIS AGREEMENT. You represent and warrant that you are of legal age to enter into and carry out this Agreement, and, if you are using the Online Services on behalf of any entity, that you are authorized to enter into this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violates this Agreement.
- USE OF ONLINE SERVICES. Subject to your compliance with this Agreement, BMI authorizes you to access and use the Online Services, for your personal or internal business purposes only, in accordance with the ordinary and intended functionality of each applicable Online Service, this Agreement and applicable law. This authorization is revocable, non-exclusive and non-transferable. You may not access or use the Online Services (i) for any other purpose without BMI’s prior written consent, (ii) in any manner that violates third party rights or applicable law, or (iii) that, as determined by us in good faith, might harm us, our users or any Online Services. For instance, you may not:
- Rent, lease, lend, sell, assign, sublicense, transfer or otherwise make available, copy, distribute, modify, translate, reverse engineer, disassemble, decompile or make derivative works from, any portion of any Online Services (provided that the information and content you obtain via the Online Services may be used in accordance with the express permission you receive under this Agreement);
- Introduce any viruses or other harmful code to any Online Services or use any robots, scrapers, framing mechanisms or similar devices in connection with any Online Services;
- Attempt to gain unauthorized access to any account, system, data, technology or network through any Online Services;
- Circumvent any technical measures designed to restrict, control or track your access to or protect the security of or manage rights associated with any Online Services, and you will not otherwise attempt to gain access to anyone else’s account;
- Modify, remove or hide any proprietary rights notices contained within the Online Services;
- Impersonate any other person or entity, misrepresent your relationship with any person or entity or solicit information for unlawful purposes, in each case when using any Online Services; or
- Provide to any Online Services any Material which, or engage in or encourage any action that: (a) is libelous, defamatory, tortious, invasive of privacy or publicity rights, or is obscene, pornographic, abusive, threatening, or promotes violence, physical harm, racism or bigotry, (b) violates or infringes any person’s legal rights or the legal rights of any entity, including copyrights, trademarks and patents, (c) violates any law or contract, (d) advocates any unlawful activity, (e) solicits funds for, or otherwise advocates for or against, any organization, goods or services, or (f) is false, misleading, incomplete or outdated.
In the event BMI terminates your authorization to access or use the Online Services, you must immediately cease accessing and using the Online Services. Such termination does not excuse any separate obligations you may have to BMI (e.g., making a license fee payment or reporting under the terms of a license). To the maximum extent permitted by law, as between you and BMI, BMI reserves and shall retain all right, title and interest (including all copyrights and database rights, and all other intellectual property and proprietary rights) in and to the Online Services. Except for the express authorization to access or use the Online Services, nothing herein will be construed as granting or conferring, expressly, impliedly or otherwise, any license or other rights to the Online Services.
- CHANGES TO ONLINE SERVICES. We may, from time to time in our sole discretion, terminate, suspend, change or update the Online Services or your ability to access and use the Online Services without notice, subject to applicable law. Neither we nor our service providers will be liable if all or any part of the Online Services is unavailable or changes at any time.
- PERMISSION TO USE YOUR INFORMATION AND OTHER MATERIAL. If you provide Material to one of our Online Services (any Material that you provide to or make available on or through the Online Services, “your Material”), then you hereby grant to us a worldwide, royalty-free, transferrable, sublicenseable (through multiple levels), irrevocable, perpetual right and license to use, reproduce, prepare derivative works from, distribute, publicly perform (including by means of a digital audio transmission) and publicly display (“Use”) your Material in order to (1) facilitate the registration of musical works, (2) further our representation and licensing of musical works, including by sharing registration information with other organizations such as performing rights organizations, (3) improve or promote the Online Services, including by posting some information such as song title, writer name(s) and publisher names in the searchable song title database, or (4) for other business purposes. The foregoing license is subject to, and does not limit, any intellectual property or other proprietary rights (i) that you have licensed, assigned or otherwise transferred to us or (ii) that you do, in the future, license, assign or otherwise transfer to us, in each case ((i) and (ii)) pursuant to any affiliation agreement, license agreement or other agreement you have with BMI or any of its affiliates (each, an “Other BMI Agreement”). In addition, nothing in this Agreement will preclude us or other third parties from using your Material without a license as permitted by applicable law (e.g., fair use under copyright law or “referential” use under trademark law). You understand that the rights that you give to BMI to Use your Material do not impose any obligation on BMI to do so. BMI reserves the right to decide whether, when and how to Use your Material. BMI also reserves the right to remove or disable your or any third party’s access to any Material at any time and for any reason without notice to you. We may monitor or review any Material on an Online Service but do not undertake any obligation to do so, and BMI disclaims any liability related to your Material or third party Material, as set forth in Section 6 below. We cannot ensure that the Online Services will be free of harmful or objectionable material. We may disclose your identity and other Material you provide if we believe such use or disclosure is required to or is reasonably likely to be required to: (a) provide you requested support or service, (b) enforce this Agreement, (c) comply with law, (d) respond to claims that any Material violates third party rights, (e) protect the rights or safety of ourselves or our users.
- RESPONSIBILITY FOR YOUR MATERIAL; THIRD PARTY MATERIAL. As between you and us, you are and will be solely responsible and liable for your Material. We do not assume and will not have any liability or responsibility to you or any other person or entity for third party Material. Third party Material is provided solely as a convenience, and you access and use it entirely at your own risk and subject to applicable third party terms. You agree to comply with any applicable third party terms when using the Online Services. The inclusion of third party Material in the Online Services does not constitute an endorsement, express or implied, of any products or service provided by third parties other than BMI.
- YOUR WARRANTIES AND REPRESENTATIONS. You warrant and represent that: (i) all of your Material is truthful and accurate—and, with respect to any factual information you may provide—complete, (ii) you have (and will, at all relevant times, continue to have) all of the rights, authorizations, consents and permissions necessary and sufficient in your Material to grant the rights, licenses and privileges in this Agreement and to otherwise perform your obligations under this Agreement, and that our exercise of such rights, licenses and privileges will not obligate us to pay any amounts to any third party, (iii) you do not and will not, and your Material does not and will not, infringe, violate or misappropriate any third-party right (including any copyright, data or database right, moral right, privacy right, right of publicity or any other intellectual property or proprietary right), and (iv) your Material does not and will not slander, defame or libel any person and does not and will not contain any viruses, adware, spyware worms or other harmful or malicious code, or otherwise create a security or privacy risk for any person or entity. BMI reserves the right to verify the accuracy of any of your Material, and to take any step it deems appropriate in response to instances of submission of incorrect or falsified performance data or other Material provided by you. This may include correction of royalty payments made to you or third parties, or termination of your or other third parties’ access to Online Services. BMI is not liable for any inaccuracies relating to such royalty distributions.
- INDEMNITY. To the maximum extent permitted by applicable law, you agree to indemnify, defend (at BMI’s sole option) and hold harmless BMI, its officers, directors, employees, agents, distributors and affiliated parties (including BMI, the “BMI Protected Parties”) from and against any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from or related to (i) your access or use of the Online Services, (ii) your Material, or (iii) your breach of this agreement, including any representation or warranty herein (all of the foregoing, “Indemnified Claims”). You will reasonably assist and cooperate with BMI in connection with any such Indemnified Claim.
- DISCLAIMERS. To the maximum extent permitted by applicable law:
- your access to, and use of, the Online Services is at your own risk.
- the Online Services are provided “as is” and BMI expressly disclaims all express, statutory or implied representations or warranties with respect to the Online Services, including those relating to merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising out of course of dealing, usage or trade practice.
- BMI does not warrant or represent that any Online Services are current, accurate, complete, error-free, uninterrupted, secure or safe, or that any Online Services will meet your needs or expectations. You agree that you are solely responsible for any and all costs associated with any servicing or repairs of any equipment you use, including your computer, as part of your use of the Online Services.
- BMI is not responsible or liable for your Material or any third party Material, including the content or security thereof.
- Neither BMI nor any other BMI Protected Party will be liable to you for any lost profits, revenues, information or data, or any direct, indirect, punitive, special, incidental or consequential damages related to your access to or use of any Online Services, whether caused by tort, negligence, breach of contract or otherwise, even if foreseeable. the total liability of BMI and the other BMI Protected Parties will be limited to the amount you paid for the Online Services. The exclusions and limitations in this Section 9(e) do not apply to losses arising from our gross negligence or willful misconduct or other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain limitations of liability or the exclusion of or limits on implied warranties or on the applicable statutory rights of a consumer, so some or all of the above limitations and exclusions may not apply to you. If any limitation in this Section 9 is unenforceable in any instance, then such limitation will apply to the maximum extent permitted by applicable law.
- UPDATES. With respect to mobile applications, you shall promptly make all updates when and as we provide them to you. Any updates, modifications or other changes to any Online Service will also be deemed “Online Services” for purposes of this Agreement.
- PROTECT YOUR PASSWORD. You have been provided or have chosen a password to protect unauthorized access to your account information. You agree to keep this password confidential and not permit any third party to access your password, and to contact BMI in the event that you have misplaced it or enabled any third party to access it; provided, however, that you may share your account information and password with your agent, attorney or accountant solely for personal or internal business purposes and at your sole risk. You agree that you are wholly responsible for maintaining the confidentiality of your password and for ensuring that any agent, attorney or accountant who receives your password or account information also maintains its confidentiality. If you give password access to any employee and that employee leaves your company, or if you believe for any reason that the security of your username or password has been compromised, you should change the username or password immediately. You agree to notify BMI immediately if you know or suspect anyone has accessed your account (or has the ability to access your account) without authorization. BMI is not liable for any loss you incur as a result of someone else (authorized or unauthorized) using your account. To the maximum extent permitted by law, you shall be fully responsible and liable for any losses due to any other person or entity’s use of your account information or password or for any other person or entity’s use of the Online Services through your account, as though you had caused such losses yourself. We may revoke, deactivate or deny access to your account, or any account we believe may have been compromised, at any time.
- BMI LIVE. If you enter information about your live performances of your musical works in small venues on “BMI Live”, you understand that, while BMI may from time to time make distributions of royalties for live performances in small venues using information entered by its affiliates on BMI Live, BMI is under no obligation to do so. Any such distributions will be made by BMI in BMI’s sole discretion.
- OFFICIAL RECORDS. BMI’s Online Services and the information contained therein are provided as a convenience to you and are not the official records of your BMI account(s). The statements rendered to you by BMI, at BMI’s normal accounting periods, shall remain the official record of your BMI account(s).
- CHANGES TO OUR TERMS. BMI reserves the right to change this Agreement. In the event that we change this Agreement, we will post the revised Agreement on the Online Services. Each time you access the Online Services in the future, you renew your agreement to be bound by this Agreement, including any amendments and updates we may make thereto.
- ENTIRE AGREEMENT REGARDING ONLINE SERVICES. Subject to Section 16, this Agreement is the entire agreement between you and us regarding the Online Services and subject to Section 16, supersedes any and all prior or inconsistent understandings related to the Online Services. This Agreement may not be amended orally. No delay or failure by BMI to exercise any right under this Agreement will constitute a waiver by BMI to exercise that right in the future.
- CHOICE OF LAW; DISPUTES. This provision will not modify or replace any other choice of law, choice of forum, choice of venue, dispute resolution, arbitration or other analogous provision agreed to between you and us under any Other BMI Agreement with respect to matters arising out of or related to such Other BMI Agreement. Unless an Other BMI Agreement provides otherwise and subject to the terms of all Other BMI Agreements: (i) all claims, demands or other controversies of any kind or nature (whether sounding in contract, tort, statute or otherwise) arising out of or relating to your access to or use of the Online Services shall be governed by the statutes and laws of the State of New York, without regard to the New York’s conflicts of laws principles, and (ii) you agree to submit to the exclusive personal jurisdiction and venue of the Commercial Division of the Supreme Court of New York County and the United States District Court for the Southern District of New York for any matter arising out of or relating to your access to or use of the Online Services.
- SEVERABILITY. If any portion of this Agreement is adjudged invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions will remain valid, enforceable and in effect.
- ASSIGNMENT. You may not assign or delegate your rights or obligations under this Agreement, in whole or in part, without our prior written approval (not to be unreasonably withheld); any assignment or delegation in violation of this provision will be null and void. We may freely assign our rights or delegate our obligations under this Agreement. This Agreement is binding upon and inures to the benefit of you and BMI and each of your and BMI’s permitted successors and assigns.
- GOVERNMENT END USERS. The BMI Online Services are commercial items, and if it is used by or on behalf of the U.S. government, the government’s rights as to the BMI Online Services will only be those specified in this Agreement.
- EXPORT CONTROLS. BMI makes no representation that any Online Service is appropriate or available for use in any particular location. You are responsible for compliance with applicable local laws, rules and regulations. You acknowledge and agree that Online Services may be subject to the U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and the International Traffic in Arms Regulations. You agree that you will not download, transfer or otherwise export, re-export, or release directly or indirectly, the Online Services to proscribed or embargoed countries or their nationals. You will comply with all laws, rules and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing or otherwise making the Online Services available outside of the U.S.
- COPYRIGHT INFRINGEMENT.
- Policy on Infringement; Repeat Infringers. As a music rights organization, BMI respects and takes seriously the intellectual property rights of others, and we ask that you and our other users do the same. It is our policy to (i) remove or disable access to Material available on the Online Services that BMI believes in good faith, upon notice from an intellectual property owner or his or her agent, infringes third party rights by being made available through the Online Services; and (ii) terminate the accounts of any users who repeatedly infringe the intellectual property rights of others.
- Procedure for Reporting Claimed Infringement. If you believe that your work has been copied in these Online Services in a way that constitutes copyright infringement, please send a notice of claimed infringement to our designated agent (at the contact information below), with the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of copyrighted work or works claimed to have been infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
- Identification of the Material that is claimed to be infringing or 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 BMI to locate the Material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, under penalty of perjury, that above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- We may share your notice with others who are alleged to have infringed a right you own or control, and you hereby consent to BMI making such disclosure.
Counter Notification. If you receive a notice from us that Material you have posted is the subject of a notice of claimed infringement as described above, and is removed by BMI, then you can submit a counter-notification if you believe that your Material is not properly the subject of a copyright infringement claim. Your counter-notice should be submitted to our designated agent (at the contact information below) and must contain the following information:
- Your physical or electronic signature;
- Identification of the Material that has been removed or to which access has been disabled and the location at which the Material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the Material was removed or disabled as a result of mistake or misidentification of the Material to be removed or disabled;
- Your name, address, and telephone number; and
- A statement that you consent to the jurisdiction of federal district court for the judicial district in which you are located, or if your address is outside of the United States, then for any judicial district in which BMI may be found, and that you will accept service of process from the complainant or their agent.
Designated Agent Contact Information. Our designated agent for notices of copyright infringement claims can be reached as follows:
Senior Vice President and General Counsel
Broadcast Music, Inc.
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Please note that this procedure is exclusively for notifying BMI that your copyrighted Material has been infringed.
- RULES OF CONSTRUCTION. For purposes of this Agreement and unless context expressly requires otherwise, the word “or” shall be construed to mean “and/or” and “including” shall be deemed to be followed by “without limitation”.
- NOTICE REGARDING APPLE. To the extent that you are using any Online Services as an application downloaded onto an iOS device, you further acknowledge and agree to the terms of this Section 25. You acknowledge that this Agreement is between you and BMI only, not with Apple, and Apple is not responsible for the Online Services or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Online Services. In the event of any failure of the Online Services to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Online Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Online Services. Apple is not responsible for addressing any claims by you or any third party relating to the Online Services or your possession or use of the Online Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Online Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Online Services or your possession and use of the Online Services infringe that third party’s intellectual property rights. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
By selecting the checkbox on the login screen, you agree to this Agreement.
Copyright ©2018 Broadcast Music, Inc. All rights reserved.