Terms
 
 
Website Terms of Use
 

NightingaleMusic.com (the “Website”) is owned and made available to you by Nightingale Music Productions Inc. (hereinafter referred to as “Nightingale”, “us”, “we” or “our”).  The following terms (“Terms of Use”) govern your access to and use of the Website.  Please review these Terms of Use carefully.  By accessing and/or using the Website, you agree to be bound by these Terms of Use.

Nightingale reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice.  From time to time, Nightingale may also amend these Terms of Use by posting revisions on the Website with no additional notice to you.  Please check back frequently to see the Terms of Use then in effect.  Your continued access to and use of the Website will constitute acceptance of the amended Terms of Use.  If you do not agree with these Terms of Use, or any future amendments, your sole recourse is to cease use of the Website.

Your use of the Website is also governed by the Privacy Policy which should also be reviewed prior to using the Website or any of the services offered on the Website.

INTELLECTUAL PROPERTY

All text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content of any description available on the Website, including the “look” and “feel” of the Website, color combinations, layout and all other graphical elements (collectively, the "Content"), are the sole property of Nightingale and/or its licensors.  All Content is protected by copyright, trade-mark, service marks, patents, trade secrets and other proprietary rights and laws.  Systematic retrieval of data or other Content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory is prohibited.  In addition, use of the Content for any purpose not expressly permitted in these Terms of Use is prohibited. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.

You may download or print one copy of the Content to any single computer for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices.  You may not otherwise copy, reproduce, perform, distribute, display or create derivative works of the Content. 

Certain Content may be available for you to download, purchase and/or licence (“Licensable Content”), in which case additional terms and conditions apply.

If you believe that Content appearing on the Website constitutes copyright infringement of another party’s rights, please email us at support@nightingalemusic.com

REGISTRATION AND PASSWORDS

To access certain portions of the Website, including without limitation, to purchase products, sound effects or ringtones, you may be asked to complete an online registration form.

In consideration for your use of this Website and the services provided on it, you agree to provide true, current, complete and accurate information as requested on any registration form to which this Website may direct you, and to update that registration information as soon as possible after any information on such registration form changes.

Upon registration, you may be asked to provide a password or user name. You alone are responsible for keeping that password and user name confidential, and for any and all activity that occurs on this Website under such password or user name.  You agree to immediately notify Nightingale of any unauthorized use of your password or user name or any other breach of security.

USER CONDUCT

As a condition of your continued access to and use of this Website, you agree to abide by all applicable federal, provincial, territorial and other laws and regulations. In addition, without limiting the foregoing, you agree not to:

  1. upload, post, e-mail or otherwise transmit any material (including User Content, as defined below) that:
    1. constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
    2. infringes any patent, trade-mark, trade secret, copyright or other proprietary or privacy rights of any party;
    3. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; or
    4. contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
    5. you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as non-disclosure agreements);
    6. contains any advertisements or links to any third-party websites;
  2. harvest or otherwise collect or store any information (including personal information) about other users of the Website, including e-mail addresses, without the express consent of such users;
  3. for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Website;
  4. impersonate any person or entity, including, but not limited to, an Nightingale employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  5. attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means;
  6. interfere with or disrupt networks or servers connected to the Website or violate the regulations, policies or procedures of such networks;
  7. use, download or otherwise copy, or provide to any person or entity any Website users directory or other user or usage information or any portion thereof other than in the context of your use of the Website;
  8. create similar derivative works or revise any Content posted by any other person or entity, including submission to Forums and Material;
  9. manipulate or otherwise display the Website by using framing or similar navigational technology.

The foregoing is hereinafter collectively referred to as the “Code of Conduct”.

FORUMS

Nightingale may from time to time make public blogs, discussion forums, message/bulletin boards, and other such online communities (the “Forums”) available to you, provided that in connecting to and using such Forums, you abide by the Code of Conduct, the other conditions of these Terms of Use, and any other rules which may be published from time to time by Nightingale.  Nightingale is not responsible for material posted on such Forums and will not have any liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. Nightingale may, but is not obligated to, monitor or review activity and edit or delete the content of any communications on these Forums. Nightingale reserves the right to terminate the privilege of any user to post on a Forum or to participate in other Nightingale services if such users violate these Terms of Use and/or the Code of Conduct.

USER CONTENT

Subject to the terms and conditions of our Website Privacy Statement and to the other conditions contained in these Terms of Use, by submitting any material (“Material”) to the Website, including any video or audio content, you retain all of your ownership rights to the Material, however, you grant Nightingale a worldwide, non-exclusive, unrestricted, royalty-free, perpetual, sublicenseable, assignable right and license to use, reproduce, distribute, publish, create derivative works from, license, publicly perform and display the Material (in whole or in part), without payment to you or anyone featured in the Material, in connection with the Website and Nightingale’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Material (and derivative works thereof) in any media formats and through any media channels. Nightingale reserves the right to edit, show or exploit the Material at its sole discretion. We reserve the right to reject any Material for any reason at our sole discretion.

By submitting any Material to the Website, you agree to abide by the Code of Conduct, the other conditions of these Terms of Use, and any other rules which may be published from time to time by Nightingale. In addition, by submitting Material to Nightingale, you represent and warrant that you own and control all rights in and to the Material and that you have the right to grant the foregoing rights to Nightingale. Nightingale is not responsible for the content of any Material, which represents the views and opinions of the person(s) submitting same. Nightingale reserves the right to decide whether any Material is appropriate and in compliance with these Terms of Use, including the Code of Conduct.

You acknowledge that Nightingale may establish general practices and limits concerning use of the Website, including without limitation the maximum number of days that email messages, message board postings or other uploaded content will be retained on the Website.  You agree that Nightingale has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained on or transmitted by the Website.

Should you wish to have a video submission (excluding any video submitted for a competition or contest) removed from the Website or the Nightingale YouTube channel or where ever we may have it displayed that is within our control, we will do so within 90 days of your request, but we cannot control third parties who may have found a way to copy and distribute the Material and we are not responsible for any such use. To request removal of your video, please contact us at support@nightingalemusic.com

Material submitted to the Website as well as all submissions to a Forum is collectively referred to as “User Content.”

COMPETITIONS, CONTESTS AND OTHER PROMOTIONS

To the extent there is a conflict between these Terms of Use and any additional competition, contest or other promotional rules as may be offered from time to time, the latter rules shall prevail with respect to your participation in the competition, contest or promotion.

PRODUCT DESCRIPTIONS AND TERMS OF PURCHASE

While we attempt to provide an accurate description of music and other products available for purchase through this Website, we do not warrant the accuracy, completeness, reliability or currency of such descriptions. 

LINKS TO THIRD-PARTY WEBSITES

We may offer links on the Website to the websites of third parties.  Such links are provided only as a convenience.  We do not review the content of such websites, and neither endorse, nor are responsible (directly or indirectly) for, any content, advertising, products, services or other materials on or available from such third party websites.  You assume full responsibility for your use of third party websites and any dealings you may have with such third parties.  Such websites may be governed by terms and conditions different from those applicable to this Website, and we encourage you to review the terms and privacy policies of those third parties before using their websites.

INDEMNIFICATION

By using the Website, you agree to defend, indemnify and hold harmless Nightingale, its licensors and partners and their respective employees, officers, directors, or agents (collectively, the “Released Parties”) from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and other legal expenses, whether in tort, contract or otherwise, relating to or arising out of (a) any User Content you (or anyone acting under your password or user name) submit, post, transmit or make available on the Website and/or (b) your (or anyone acting under your password or user name) access or use of this Website, connection thereto, or (c) any alleged violation by you of these Terms of Use including, without limitation, the Code of Conduct, or any infringement of the rights of any third party.

NO WARRANTIES

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.  ALL CONTENT INCLUDED ON OR AVAILABLE THROUGH THE WEBSITE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  WE DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT YOUR ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE CONTENT IS TIMELY, SECURE OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIGHTINGALE DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES WILL NIGHTINGALE, OR ANY RELEASED PARTY, BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF NIGHTINGALE AND THE RELEASED PARTIES DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND OTHER LEGAL EXPENSES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE WEBSITE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, (A) ANY ERRORS IN, OR OMISSIONS FROM, THE WEBSITE AND THE CONTENT; (B) ANY THIRD-PARTY WEBSITES, CONTENT AND/OR SERVICES DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS FROM THE WEBSITE; (C) THE UNAVAILABILITY OF THE WEBSITE OR ANY PORTION THEREOF; (D) YOUR USE OF, OR INABILITY TO USE, THE WEBSITE; (E) ANY ERRORS IN, OMISSIONS FROM, OR IDEAS, INFORMATION AND/OR OPINIONS CONTAINED IN USER CONTENT ON THE WEBSITE; (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE WEBSITE; OR (G) ANY COMPUTER VIRUSES, WORMS OR TROJAN HORSES, ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE THAT IS ATTACHED TO, OR MADE A PART OF, OR UNAUTHORIZED ACCESS TO, THE WEBSITE BY ANY PERSON, GROUP OR ORGANIZATION.  Some jurisdictions do not allow exclusion or limitation of CERTAIN damages.  ACCORDINGLY, the EXCLUSIONS AND/OR limitations above may not apply to you.

Each Released Party is hereby constituted a third party beneficiary of the provisions of these Terms of Use.

You agree that you shall have no recourse against Nightingale for any alleged or actual infringement or misappropriation of any proprietary rights in your Material or other communications to Nightingale by anyone else.

PRIVACY

Your personal information will be collected, used, disclosed and otherwise managed in accordance with our Privacy Policy.

EQUIPMENT

You shall be responsible for obtaining and maintaining all telephone, cable, satellite, wireless and computer hardware and services including any other equipment needed for access to and use of the Website and all charges related thereto.

NOTICES

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms of Use or to the services offered by the Website, by posting notices or links to such notices on the Website itself.

If you have any questions or comments regarding these Terms of Use, please contact us at support@nightingalemusic.com

APPLICABLE LAWS

These Terms of Use are governed by and will be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario. If any provision of the present Terms of Use shall be unlawful, void or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

By using this Website, you represent and warrant that your use complies with applicable law in your jurisdiction of residence.

GENERAL

Headings of the sections are for reference purposes only and will not be used to interpret or construe these Terms of Use.  If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions enforced.  Notwithstanding any other provisions of these Terms of Use, any provision of these Terms of Use that imposes or contemplates continuing rights or obligations on you or us will survive the expiration or termination of these Terms of Use, including, without limitation, the indemnification and limitation of liability provisions.

© 2009, Nightingale Music Productions Inc.

Last Updated:   August, 2009.