NOTE CAREFULLY: THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SOMERSET GROUP, LTD. (INCLUDING WITHOUT LIMIT, ALL OTHER OPERATING NAMES, AFFILIATES, PARENTS AND SUBSIDIARIES, INDIVIDUALLY AND COLLECTIVELY HEREIN “SOMERSET”), STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF SOMERSET’S “FISHER-PRICE MUSIC” MUSIC PROMOTION WEBSITE SERVICE (THE “SERVICE”). YOU MUST READ ALL OF THIS AGREEMENT, ALL RULES AND POLICIES RELATING TO THE SERVICE (INCLUDING, BUT NOT LIMITED TO, ALL PRODUCT-SPECIFIC RULES AND/OR USAGE PROVISIONS SPECIFIED ON ANY PRODUCT DETAIL PAGE OR IN ANY LINK FROM A PRODUCT DETAIL PAGE), UPDATES, ADDITIONAL TERMS, AND SOFTWARE LICENSES ISSUED BY SOMERSET (COLLECTIVELY, THE “AGREEMENT”). BY USING THE SERVICE, YOU ARE DEEMED TO ACCEPT AND ABIDE BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. NO CHANGES OR ADDITIONS TO, OR DELETIONS FROM THE AGREEMENT, BY YOU ARE ACCEPTABLE AND SOMERSET MAY REFUSE ACCESS TO ITS SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE AGREEMENT TERMS AND CONDITIONS DO NOT USE THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE INCLUDES THE LEGAL ABILITY TO ENTER INTO AGREEMENTS AND/OR TO MAKE TRANSACTIONS ELECTRONICALLY. THIS SERVICE IS ONLY AVAILABLE FOR INDIVIDUALS AGED 13 YEARS OR OLDER; IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU MUST REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND THEY ACCEPT AND AGREE TO BE BOUND ON YOUR BEHALF TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.
1. The Service offers promotional materials in relation to digitized versions of audio recordings, artwork and information relating to such audio recordings, and potentially other content (individually and collectively, “Content”) and other services under the terms and conditions in this Agreement.
2. You understand that by using the Service, you may encounter Content, whether or not provided and/or controlled by third parties, that may be (and may or may not be identified as being) deemed offensive, indecent, objectionable or containing explicit language and that Service Content descriptions, including but not limited to genres and categories are provided for convenience only and with no guarantee of accuracy. In addition, the Service and/or Somerset may provide links to certain third party websites. Somerset does not warrant or endorse, nor will it have any liability or responsibility for, in any way for examining, evaluating or determining the accuracy of the Content, any third-party material therein and/or linked websites. Without limiting the foregoing sentence, links to other websites are provided solely as a convenience to you. You therefore expressly agree to use the Service at your sole risk and that Somerset shall have no liability whatsoever to you or anyone making a claim through you (whether or not for your direct benefit) for Content that may be found to be explicit, offensive, indecent, illegal and/or objectionable. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Somerset will not in any way be responsible for any such use by you.
3. The Service may be available in all or various countries and/or jurisdictions throughout the world and from time to time (individually and collectively, the “Territory”). You are not permitted to use or attempt to use the Service from any country or jurisdiction in the Territory wherein such use is illegal or otherwise prohibited for any reason and hereby agree to abide by all laws, regulations, policies and rules that apply to you, and you further agree that Somerset may and may permit others on its behalf to use technologies or any other means to verify your compliance and take steps Somerset deems reasonable and appropriate to prevent your unauthorized use or attempted use of the Service. Somerset reserves all rights and remedies in relation to any use of the Service not permitted herein.
4. Somerset reserves the right to limit, expand, modify, suspend, or discontinue the Service, or any part or Content thereof, at any time and from time to time, with or without notice to you. In the event Somerset exercise any or all such rights, it will not be liable to you or any other third party for any remedy whatsoever, including without limit, damages. If you fail, or Somerset suspects that you have failed or will fail, to comply with any of the provisions of this Agreement, Somerset, at its sole discretion and without any obligation for notice to you or limitation on Somerset’s other available remedies, may immediately terminate this Agreement and/or prevent your access to the Service (or any part thereof). Somerset’s failure to, or election to not, insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of its rights and/or available remedies. Somerset reserves the right, at its sole discretion, at any time and from time to time, to amend, update, revise, supplement, and otherwise change this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service, by posting the revised terms on the Service’s website. Such changes, updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Service after any such changes, updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be evidence of your acceptance thereof and continuous agreement to be bound by this Agreement.
5. Somerset does not represent or warrant to you or guarantee that your use of the Service will be error-free, uninterrupted, free from corruption, attack, viruses, interference, hacking, or other security intrusion or loss. Without limiting the disclaimers of liability in this Paragraph, you acknowledge and agree you shall be solely responsible for backing up your own system, including any Content acquired from the Service. You acknowledge and agree that Somerset may from time to time and at any time, remove the Service for indefinite periods of time or cancel or limit the service at any time without notice to you. The Service and all Content and services delivered to you through the Service are provided “as is” and “as available” for your use only as permitted herein, without any representation, warranties or guarantees of any kind, either express or implied, including but not limited to all implied warranties of merchantability, fitness for a particular purpose, title, and/or non-infringement. In only those jurisdictions that do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you. Somerset may at its election, at any time, and from time to time, change or discontinue any part of the Service, such that you may no longer be able to use the Service and/or Content or use it to the same extent as prior to such change or discontinuation. In no case shall Somerset, its directors, officers, employees, affiliates, agents, contractors, licensees and/or licensors be liable to you for any claim of damage whatsoever, whether direct, indirect, incidental, punitive, special, or consequential, arising from the Content and/or your use of any of the Service or for any other claim related in any way to the Content and/or your use of the Service, including, but not limited to, any errors or omissions in any Content, even if advised of their possibility, and you agree you will not commence, and will not participate with any others who may commence on your behalf, any such claim, action or other proceeding.
6. You acknowledge and agree that by this Agreement and use of the Service you agree to indemnify and hold Somerset, its directors, officers, employees, affiliates, agents, contractors, licensees and licensors harmless with respect to any claims arising out of your breach of this Agreement.
7. You acknowledge and agree that use of the Service may require and you will be solely responsible for acquiring at your own expense, one or more compatible devices, Internet access and certain software, which may from time to time and at any time be changed and/or require updates and/or upgrades, all of which may be subject to fees, charges, and costs payable solely by you. In no event will Somerset be responsible to you or any other entity for any such fees, charges or costs related thereto. The Service is not part of any other product or offering and no purchase or obtaining of any Content shall be construed to represent or guarantee you access to the Service.
8. You agree to provide and maintain complete, current and accurate information as may be required by Somerset in order for you to register with the Service and/or at any other time as may be required by Somerset during your use of the Service (“Personal Data”). Somerset may terminate this Agreement and/or in any way limit your access to the Service and Content if it knows or has any not unreasonable belief that any Personal Data you provide is in any way false, inaccurate or incomplete. You agree that Somerset may retain, store and/or use your Personal Data for use in maintaining our accounts and other interactions with and/or in relation to you and your use of the Service in the past, present and/or future. Somerset shall use reasonable efforts to protect Personal Data or other information submitted by you in connection with the Services, but you acknowledge and agree that your submission of such information is at your sole risk, and Somerset hereby disclaims any and all liability to you or anyone claiming on your behalf or for your benefit for any loss or liability in any way relating to such Personal Data or other information. Except as otherwise expressly provided for in this Agreement, the Service is subject to
, which is by reference made a part of this Agreement.
9. You acknowledge and agree that the Service, and all Content made available through the Service, may include security measures that are intended to protect digital information and rules that limit your usage of Content (“Usage Rules”). You agree to comply with any and all such security measures and Usage Rules and agree to not, and to not attempt to, directly or indirectly, personally or via another person or entity, in any way, violate or circumvent any security measures. UNAUTHORIZED USE OF THE CONTENT AND/OR SERVICE AND/OR VIOLATIONS OF THE SERVICE’S SYSTEM OR NETWORK SECURITY MEASURES MAY RESULT IN CIVIL OR CRIMINAL LIABILITY. Without limiting anything in this Agreement, you acknowledge and agree that the following Usage Rules are in effect: (i) your use of the Service and Content is conditioned upon your prior acceptance of the terms of this Agreement; (ii) you are only authorized to use the Service and Content for personal, noncommercial use and you will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or otherwise transfer or use the Content; (iii) if, as and when you are entitled to download Content via the Service, you may only do so for personal, noncommercial use, provided that, such permission is solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any Content; (iv) you will not attempt to, or assist another person or entity to, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security measures related to such Usage Rules for any reason whatsoever; (v) you will not modify any software utilized by or in the Service in any manner or form, or to use modified versions of such software, for any purposes including without limit for obtaining unauthorized access to the Service; and (vi) your use of the Service constitutes your acceptance of ALL the terms and conditions of this Agreement, and agreement to use the Service and Content solely in accordance with the Agreement and Usage Rules, and that any other use of the Service or Content may constitute a copyright infringement. The Service may, but is not obligated to, offer interactive features that may allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent, warrant and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole and complete responsibility, shall not infringe or violate the law or any rights of any other entity, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have in advance obtained all necessary rights, licenses or clearances in relation to such information, materials and links and hereby grant Somerset a worldwide, royalty-free, non-exclusive license (or sub-license as the case may be) to use such materials as part of the Service, and in relation to Content, without any compensation or obligation to you or any other entity whatsoever. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Somerset reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability to any entity whatsoever, without limit on any other rights or remedies available to Somerset in relation thereto.
10. You represent, warrant, acknowledge and agree that the Service, including but not limited to the Content and any other content made available by the Service, including without limit the compilation of Content, user postings, links to other Internet resources, and descriptions of those resources, contains proprietary information and material that is owned exclusively by Somerset and/or its licensors, and is protected by applicable intellectual property laws, including but not limited to copyright, and other civil and criminal laws, and that you will not use such proprietary information or materials in any way whatsoever except for your personal use of the Service in strict compliance with the terms of this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Content and/or the Service, in any manner whatsoever, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by unauthorized access to or burdening the capacity of the Service’s computer network. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. VIOLATION OF THIS AGREEMENT AND/OR ANY APPLICABLE LAWS MAY RESULT IN MONETARY DAMAGES AND CRIMINAL SANCTIONS. Content copyright owners are intended third party beneficiaries under this Agreement and may enforce this Agreement against you. Somerset exclusively reserves all rights in and to its trademarks, service marks, graphics, and logos used in connection with the Service. Other trademarks, service marks, graphics, and logos used in connection with the Service are subject to the rights of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks, service marks, graphics, and/or logos or any use thereof. Somerset may provide you with limited access to download certain Content offered via the Service. Such access is provided only as an accommodation for personal, noncommercial use and Somerset does not warrant or endorse and does not assume and will not have any liability or responsibility for such Content and your use thereof. You agree that you will not use the Content in any manner that would infringe or violate this Agreement or the rights of any other party, and that Somerset is not in any way responsible for any such use by you.
11. For any and all claims, causes of actions or other proceedings brought by or on behalf of Somerset, you agree that this Agreement will be governed by the Federal laws of Canada and the laws of the Province of Ontario that may be applicable hereto. Notwithstanding the foregoing sentence, you agree to comply with ALL governmental (whether federal, state, municipal or otherwise) laws, statutes, ordinances and regulations that apply to your use of the Service. You agree Somerset is entitled, without any liability to you or any party claiming through you or on your behalf, to or to not (without any limit on its rights and/or remedies available), cooperate with any legal process and/or a third party claim relating to your use of the Service and/or Content, and to take any steps it believes are necessary or appropriate (including without limit the disclosure of any or all your Personal Data and/or account information to any law enforcement authorities, government officials and/or third parties) to enforce and/or verify compliance with any part of this Agreement. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, representatives, successors, and affiliates of the parties hereto. Somerset will be entitled to sell, assign, transfer, license and otherwise use and dispose of any of its rights and obligations under this Agreement in whole or in part to any person at any time, without your notice or approval. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, covenants, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived. The invalidity of any provision herein will apply to that provision only such that the remainder of the Agreement will be valid and binding to the full extent possible under the law. Nothing herein contained will be construed as in any way constituting an employment, a partnership or a joint venture by the parties hereto, or be construed to evidence the intention of the parties to constitute such a relationship.