Terms and Conditions

The Terms and Conditions of Use (the “Terms of Use”) in this agreement apply to the ‘Listen To Our Music’ web site located at www.listentoourmusic.com. Listentoourmusic.com (including the site, source code, applications, design, intellectual property and copyright) is the property of Shady Music Limited.

This Agreement ("AGREEMENT") is a legally binding agreement between you ("YOU," "YOUR" OR "YOURSELF"), as the end user (be it as a member, Artist, Band or Fan on LTOM), and Shady Music Ltd (also hereby referred to as ”Listen To Our Music”, “listentoourmusic.com”, “LTOM” "OUR," "US," or "WE"). The Agreement governs your use of our internet-based music site together with all information, content, products, materials and services made available to you, both now and in the future through LTOM and/or third parties via our website.

Please read this agreement carefully prior to using the service. By registering on LTOM, using or otherwise accessing the service, or any component thereof, in any manner whatsoever, you are consenting to become a party to this agreement and agreeing to be bound by and comply with the terms and conditions herein.

LTOM may modify this Agreement from time to time and such modification shall be effective upon posting the revised agreement on the Listentoourmusic.com website. Your continued use of LTOM and the features after LTOM posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

BY USING OUR SITE, YOU AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGRREMENT. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SITE.


Terms and Conditions of Use

1. LTOM SITE REGISTRATION


1.1 Accuracy of Information

When registering on LTOM as an Artist, Band, Fan, member or other (or all of the above), you agree to provide true, accurate, current and complete information about yourself as prompted by the Site registration process. You further agree that, in providing such information, you will not knowingly omit or misrepresent any material facts or other information and that you will promptly enter corrected or updated details via the Site, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your information as required for your use of and access to the Service, as applicable.

1.2 Password Responsibility

On registration with LTOM either as an Artist or Fan, you shall provide a unique username and password in connection with your account (collectively referred to herein as "Log-in Details"). You agree that you will not allow another person to use your Log-in Details to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Log-In Details and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Log-In Details, your disclosure of your Log-In Details, or your authorization to allow another person to access your account and use the Service using your Log-In Details. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify LTOM of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.

1.3 Site Access & Usability

You may only access the main restricted services using your Log-In Details. Content received through LTOM may be used and played for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, perform, make available to third parties or circulate the content received through the Service to anyone or to exploit any such content for commercial or non-commercial purposes without the express prior written and legal consent of the appropriate copyright holder.

1.4 Age Restrictions

You warrant that you are 13 years of age or older. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

1.5 Termination of Use

We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by cancelling your registration and ceasing to use LTOM and the Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effective date of any such termination, your right to use the Service shall immediately cease.


2. SUBMITTING CONTENT TO THE SITE


2.1 Submission of Material

You (“you”, the “Artist”, or the “Fan”) acknowledge that you are submitting music and personal information (“the Material”) voluntarily and not in confidence or in trust, and that your submission of the Material does not create any confidential or fiduciary relationship between you and LTOM. You acknowledge that the material posted on the site may be viewed and listened to by the general public and other users of the site. Any part of the Material that any member of the public could freely use may be used by LTOM without liability to you or any other entity claiming rights from or through you.

When posting any content or material such as music tracks, personal details, photos or videos, you must ensure at all times you have the consent of copyright holders and the consent of people appearing in those photos or video clips.

2.2 Respect for Intellectual Property and Copyright

LTOM respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. LTOM has the right to terminate the Membership of infringers. Material uploaded will take the form of MP3s, photo files and possibly video clips. Please note that the content of the material must comply with our terms as set out in sections 2.3 (Copyright) and 2.8 (Offensive Material) of this agreement

2.3 Responsibility

You are solely responsible for the Content that you post on or through LTOM, and any material or information that you transmit to other Members and for your interactions with other Users.

2.4 Copyright

You, as the artist, band, agent or record label, acknowledge that you own the copyright to the material you post on our site or have expressed written and legal authority from the copyright holder to post the material on our Site. You acknowledge that your submission of the Material to LTOM and LTOM’s use for review and evaluation of such Material will not violate or infringe any copyright, patent, privacy right, publicity right, trademark, service mark or any other personal or property right of any person or entity, and that your Material does not constitute a defamation of any person or entity. You also represent that you are the sole owner of the Material and all rights therein, that it is original to you, and that you have the full right to submit the Material to LTOM under all the terms and conditions contained herein. If your Material uses or is based on any third party material, you represent that you have paid and will pay in full all license fees, clearance fees, and other obligations, of any kind, arising from any use or commercial exploitation of the Material, and have the written expressed authority to do so. In line with these conditions, LTOM does not permit users to upload Cover versions of songs that are already copyrighted by another third party, unless they have the expressed legal authority to do so.

LTOM does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the LTOM Services. After posting your Content to the LTOM site, you continue to retain any such rights that you may have in your Content, subject to the limited license is section 2.5.

2.5 LTOM Limited License

By displaying or publishing ("posting") any Content on or through the LTOM site, you hereby grant to LTOM a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the LTOM Services, including without limitation distributing to part or all of the LTOM site and LTOM Radio player in any media formats and through any media channels. This limited license does not grant LTOM the right to sell or otherwise distribute your Content outside of the LTOM Services. As and when applicable, the license does permit LTOM to offer your content for sale on revenue share basis with you, the owner. LTOM will inform you of the introduction of any such service and revenue share deal via email or via a posting on the LTOM site. You also agree to allow LTOM the option to use and showcase your Material for non-commercial promotional purposes. The license permits other users on the site and the general public who access the site to listen or view your content, comment on the content and have access to the personal details you choose to display (for example band biography, photos, videos, songs).

2.6 End User License

The LTOM site, services and features contain Content and applications of LTOM ("LTOM Content"). LTOM Content and source code is protected by copyright, trademark, trade secret and other laws, and LTOM owns and retains all rights in the LTOM Content and the LTOM Services. LTOM hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the LTOM Content (excluding any software code) solely for your personal use in connection with viewing the LTOM Website and using the LTOM Services.

In addition LTOM grants site users to access content, listen to music, read through band profiles, comment, and interact on the site. LTOM does NOT grant you a license or permission to download any of the Material on the site. Downloading music or content from our site that belong to another party is illegal. In the event tracks and content are made available for download (either for free or for sale), then LTOM will amend the necessary conditions of use.

2.7 Non-Exclusivity of LTOM License

The license you grant to LTOM is non-exclusive. You are free to license your Content to anyone else in addition to LTOM. You grant the license to LTOM on a ii) royalty-free basis, meaning that LTOM is not required to pay you for the use on LTOM of the Content that you post), ii) sub-licensable basis, so that LTOM is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the LTOM Services, and iii) with worldwide remit, because the Internet and the LTOM Services are global in reach.

You acknowledge that it is the Artist’s responsibility to remove all music from the LTOM site that is subsequently licensed exclusively to another party. Should you fail to do so LTOM will not be liable for any arising breach of copyright. In addition you agree to notify all parties negotiating exclusive rights for the Material of its presence on the LTOM website.

2.8 Offensive Material

You acknowledge that the Material you are submitting is not obscene, pornographic, defamatory, racially abusive, inciting of terrorism or violence, or promoting prejudice, sexism, or otherwise illegal. You warrant that the Material contains no virus or other code or material that will, upon the occurrence of an event, the passage of time, or otherwise, delete or alter any data or impair the operation of any computer system or any equipment or software thereon, or permit any unauthorized access to any such system, equipment or software.

2.9 Expression of Opinions and Site Content

By using the site you agree and acknowledge that LTOM is not responsible for the individual opinions and expressions contained with the Material hosted on the Site. You may notify in writing any Material that you feel may be breaking a law or that you personally deem to be offensive and we agree to consider its listing on the Site. This in no way infers any legal obligation on LTOM to remove the Material from the Site.


3. REMOVAL OF MATERIAL


3.1 Removal of inappropriate content

LTOM may be required to pull certain tracks, material and content off the Service for legal reasons or reasons of taste, which can include such issues as defamation, copyright infringement, inciting violence or promoting prejudice, sexism, racism or terrorism etc. In all instances it is at the sole discretion of LTOM to determine whether the Material is to be removed from the site. There is no obligation on LTOM to notify the artist of the Material’s removal, although we may choose to do so. Therefore certain tracks offered or advertised by LTOM may not be available when you try to listen or download, and not all tracks may be available in all countries. By not removing material LTOM is in no way responsible for any legal issues that may arise.

3.2 Rejection / Deletion of Content

LTOM may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of LTOM violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. LTOM assumes no responsibility for monitoring LTOM for inappropriate Content or conduct. If at any time LTOM chooses, in its sole discretion, to monitor the LTOM Services, LTOM nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

3.3 Requests for removal of listings

If you believe that material you own has been copied and made accessible in a manner that violates your intellectual property rights or violates our terms of use as to what is considered ‘appropriate material’ please contact us immediately. We will consider such requests individually.


4. LTOM SITE OPERATION


4.1 Site Operation

LTOM will make reasonable efforts to keep the Site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events beyond the control of LTOM may, from time to time, result in temporary service interruptions.

4.2 Modification of Services and Features

LTOM also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that LTOM shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.

4.3 Introduction of Fees

LTOM reserves the right, at any time, to introduce and/or change any applicable fees, charges and billing methods associated with the Site, including the addition of new fees for existing or new functions of the Site. Additionally LTOM may notify its users to any changes via email, but it is not obliged to do so. If any such change is unacceptable to you, you may withdraw your music from the site and cancel your registration. Your continued use of the service following the effective date of any changes shall constitute your acceptance.

4.4 Hosting of Songs and Material

LTOM endeavours to ensure end-user material is securely stored. However, LTOM takes no responsibility in the eventuality that the servers are attacked, destroyed or otherwise corrupted resulting in a loss or theft of the material hosted.


5. INFORMATION USE AND PRIVACY POLICY


Please see LTOM’s separate listing with regards to the Site’s Privacy Policy.

5.1 Information Use

You acknowledge that by registering on LTOM, you grant LTOM permission to send you emails on new services, updates, features, bands and provide consent to receiving an LTOM Newsletter (unless otherwise requested). As an Artist you consent to receiving comments and feedback from other site users and consent to users viewing your artist/band profile. As a Fan, you consent to Artists and other Fans being able to email you, and view your profile.


6. PROTECTING COPYRIGHT & OTHER INTELLECTUAL PROPERTY.


LTOM respects the intellectual property of others, and requires that our users do the same. If you believe your work has been copied and posted on or through LTOM in a way that constitutes copyright infringement, please send LTOM a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on LTOM (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.


7. MEMBER DISPUTES.


You are solely responsible for your interactions with other LTOM Members/Users. LTOM reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.


8. LEGAL POLICY


8.1 Choice of Law and Consent to Jurisdiction

You agree that any controversy arising out of or in connection with any alleged wrongful use of the Material, or a dispute with reference to this Agreement, its validity, or effect will be governed by the laws of Gibraltar. Any controversy arising out of or in connection with any alleged wrongful use of the Material or a dispute regarding this Agreement, or its validity or effect, will be conclusively determined by arbitration in Gibraltar (UK, Europe) in accordance with the rules of the Courts of Gibraltar; provided, however, that such arbitration will be held before the arbitrator(s) selected by the parties, which arbitrator must be well acquainted with the digital entertainment Internet industry.

You agree to indemnify and hold Shady Music Limited (www.listentoourmusi.com), its affiliates, directors, employees, parent entities, and assignees harmless from and against any and all claims, losses, or liabilities (including reasonable attorneys’ fees) that may be asserted against Shady Music Limited or incurred by any of the foregoing entities at any time in connection with the Material or any use thereof, and/or arising from any breach or alleged breach of any representation made by you to Shady Music Limited.

8.2 Legal Proceedings

You agree that any proceeding that you may choose to bring against us or the supposed copyright holder will be initiated within six (6) months after the date of LTOM’s first use of any material that you claim to be yours. You also agree that any award favourable to you will be limited to an award which will bear a reasonable relationship to monies normally paid to persons of comparable experience and stature in the digital entertainment Internet industry for similar material or elements, and the fair market value thereof taking into consideration your experience and stature in such industry. You and Shady Music Limited each waive any and all rights and benefits which you or we might otherwise have or be entitled to litigate any such dispute in court, because it is your and Shady Music Ltd’s intention to arbitrate all such disputes according to the provisions hereof. The arbitrator's decision will be controlled by all the terms of this Agreement. Any such decision and accompanying award will provide for each party, respectively, to bear its own costs of arbitration and attorneys’ fees. The pendency of an arbitration, the proceedings, any evidence or other material, and any award shall be maintained and remain confidential,


9. DISCLAIMERS


LTOM is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the LTOM Services and site, whether caused by Users of LTOM or by any of the equipment or programming associated with or utilized in the LTOM Services and such User Content does not necessarily reflect the opinions or policies of LTOM. Profiles and third party applications created and posted by Members on the LTOM Website may contain links to other websites. LTOM is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by LTOM. Inclusion of any linked website on LTOM does not imply approval or endorsement of the linked website by LTOM. When you access these third party sites, you do so at your own risk. LTOM takes no responsibility for third party advertisements or third party applications that are posted on or through the LTOM Services, nor does it take any responsibility for the goods or services provided by its advertisers. LTOM is not responsible for the conduct, whether online or offline, of any User of the LTOM services. LTOM assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication or Material. LTOM 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 any email or players due to technical problems or traffic congestion on the Internet or on any of the LTOM Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the LTOM Services. Under no circumstances shall LTOM be responsible for any loss or damage, including personal injury or death, resulting from use of LTOM, attendance at a an LTOM event, from any User Content posted on or through the LTOM Services, or from the conduct of any Users of the LTOM Services, whether online or offline. The LTOM Services are provided on an "AS-IS" basis and as available and LTOM expressly disclaims any warranty of fitness for a particular purpose or non-infringement. LTOM cannot guarantee and does not promise any specific results from use of the LTOM and the sites services.

IN NO EVENT SHALL LTOM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE LTOM SERVICES, EVEN IF LTOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LTOM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LTOM FOR THE LTOM SERVICES DURING THE TERM OF MEMBERSHIP.


10. LIMITATION ON LIABILITY


You have read this Agreement and fully understand the Terms and Conditions contained herein. You acknowledge that no oral representations of any kind have been made by Shady Music Limited (LTOM) and that this Agreement states the entire understanding between you and Shady Music Limited (LTOM). Any modification or waiver hereunder must be in writing, affirmed by the party to be bound. The invalidity of any provision hereof will not affect the remaining provisions.