AVEX USA INC. TERMS OF SERVICE
Last modified: May 28, 2021
These Terms of Service (the “Terms”) constitute a legally binding agreement between Avex USA Inc., its parents, subsidiaries, affiliates, licensees, and assigns and its parents, subsidiaries, affiliates, licensees, and assigns (collectively, “AVEX”) and you (“you” or “your”) regarding your use of the Site and the Services (each as defined below) available to users.
BY ACCESSING, OR USING THE SITE AND/OR SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND AGREE TO BE HELD LIABLE FOR ANY NONCOMPLIANCE HEREWITH. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR ANY OF THE SERVICES AVAILABLE THEREON.
Subject to these Terms, users can use AVEX’s website available at https://avex.com/us/, and any associated websites, mobile sites and applications, and products (the “Site”) to access and view portfolios, rosters, playlists and other information related music artists, creatives, and music technology startups that AVEX has invested in, and utilize any other services made available to you by AVEX via the Site (collectively, the “Services”). Users shall at all times utilize the Site and Services in good faith in accordance with these Terms. AVEX may change, add, remove, suspend or discontinue the Services or any portion thereof, temporarily or permanently, without notice or liability to you.
2. Ownership; License:
a. This Site and the Services may contain text, images, software (including images or files incorporated in or generated by the software or data accompanying such software), photographs, video, graphics, audio, features, data, designs, computer programs, source and object code, documentation, illustrations, animations, databases, logos, domain names, trade names, trade identities, and other such similar content (collectively, “Content”). AVEX (or our third-party licensors, as applicable) owns all right, title and intellectual property rights in and to the Content, Site and Services. No title to or ownership of the Content, Site or Services, or any proprietary rights therein or related thereto, are transferred under or by virtue of these Terms. AVEX reserves all rights in and to the Services not expressly granted to you under these Terms. Further, this Agreement does not authorize you to use any name, trademark or logo of AVEX. The Content, Site and Services are protected by copyright laws and treaties, as well as Laws (as defined below) related to other forms of intellectual property rights. Conditioned upon your compliance with these Terms, AVEX grants you a personal, limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Content, Site and Services during the Term (defined below).
3. Community Guidelines and Restrictive Uses:
a. As a condition of your use of this Site and the Services, you agree that you will not use this Site or the Services for any purpose that is unlawful or prohibited by these Terms. AVEX expects all users to respect AVEX’s and third parties’ intellectual property, privacy, and proprietary rights. As such, you agree that you shall not:
i. Use any content or information available on this Site for any unauthorized purpose;
ii. use the Site or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights;
iii. use the Site or Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses;
iv. interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein, attempt to gain unauthorized access to the Site or Services or its related systems or networks, or copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, in connection with the Site and/or Services or any part, feature, function or user interface thereof;
v. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Site or Services;
vi. access the Site or Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
vii. “harvest” or collect information from the Site or Services (including personal information about other users of the Site or Services or other information related to the offerings, products or services available on the Site or Services) using an automated software tool or manually on a mass basis;
viii. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”);
ix. E-mail or otherwise transmit any materials that you do not have a right to transmit under any Law or under contractual or fiduciary relationships;
x. integrate or link to any open source software or freeware with the Site or Services;
xi. remove any proprietary notices, labels or marks from the Site or Services;
xii. sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Site or Services in a service bureau or outsourcing offering, or otherwise access or use the Site or Services other than as expressly permitted hereunder; or
xiii. permit third parties to do any of the foregoing.
b. You represent, warrant, and covenant that (i) you are of the legal age of majority in your jurisdiction and/or are an authorized representative of your company with the full power and authority to enter into the Terms; (ii) you will comply at all times with all relevant and applicable Laws; and (iii) to the extent you share with AVEX any personal data of any third party for any purpose, you have the authority (including any necessary authorizations or consents), as required under applicable Law, to provide AVEX with such personal data, and allow AVEX to use such personal data for the purposes for which you shared it. You further represent, warrant, and agree that you will comply with the above acceptable use requirements. In addition to any remedies that we may have at Law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, termination of your use of the Site and Services.
Certain portions of this Site may have additional terms and conditions. When these portions are used, you agree to be further bound by the associated additional terms and conditions.
4. Third-Party Content and Websites:
This Site may contain links, references, and other forms of connectivity to websites, platforms, and applications maintained and controlled by third parties (“Third Party Sites”). Inclusion of any link to Third Party Sites does not imply an endorsement or recommendation of any material, substance, information, practice, or the owner or proprietor of such Third Party Sites by AVEX. AVEX makes no representations or warranties of any kind as to the accuracy, currency, or completeness of any content or information contained in Third Party Sites and shall have no liability for any damages or injuries of any kind arising from such content or information contained in Third Party Sites. If you decide to access any Third Party Sites linked to by this Site, you do so entirely at your own risk. You should refer to the terms and policies of any Third Party Sites you use to determine your rights and responsibilities.
6. News and Press Releases:
This Site may contain status updates, information, postings, news, and/or press releases, the contents of which are accurate or current only as of the date of posting. AVEX may, but is not obligated to, update press releases once they have been made public.
7. Term and Termination:
You agree to indemnify, hold harmless and defend AVEX, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, contractors, successors and assigns from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) allegations relating to your use of the Content, Site and Services including, without limitation, that such use infringes, misappropriates or otherwise violates a third party’s rights, applicable Law, or these Terms; (b) any breach of representation, warranty, covenant or obligation hereunder; or (c) Feedback or the use thereof.
9. Disclaimer of Warranties:
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AVEX MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND WHATSOEVER. USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. AVEX EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AVEX DOES NOT WARRANT THAT THE SITE OR SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. AVEX SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SITE OR SERVICES, FAILURE OF THE SITE OR SERVICES, OR OTHERWISE RELATING TO THE SITE OR SERVICES.
10. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVEX WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF AVEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AVEX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, ANY TRANSACTIONS OCCURRING THEREON, THESE TERMS, OR ANY ORDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THIS SITE OR THE SERVICES, OUR CONTENT, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE AND THE SERVICES.
11. Governing Law; Venue:
These Terms and any dispute or claim arising out of or related hereto, the subject matter, or formation hereof (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on the International Sales of Goods does not apply to these Terms. The parties hereto agree that all actions or proceedings arising in connection with these Terms shall be brought exclusively in the applicable state and federal courts located in Los Angeles County in the State of California. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Section.
AVEX reserves the right, in its sole discretion, to modify or update these Terms at any time with or without notice to you, provided that notice may include posting a revised version of these Terms on the Site. Any such modified Terms will be effective immediately upon being made available to you, and your continued use of the Site or Services thereafter constitutes your affirmative acceptance of such modified Terms. Otherwise, the Terms may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of AVEX. You should periodically visit this page to review the current Terms, so you are aware of any such revisions to which you are bound. You understand that if you do not agree to any modifications, your sole and exclusive remedy is to discontinue any use of the Site or Services.
14. Contact Us: