Terms & Conditions
I. ACCEPTANCE OF TERMS
This website (the “Website”) is owned & operated by Heavy Feather Publishing, LLC dba Founder Music (“Licensor and “our” and other similar pronouns). Subject to the terms herein, we grant you (“Licensee” and “you” and other similar pronouns) the limited right to access this Website and your use of the Website will constitute your acceptance of all terms, conditions, policies and notices stated herein.
By visiting our Website and/or purchasing music from us, you engage our services and agree to be bound by the following terms and conditions (the “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to each and every Licensee of the site.
If you cannot agree to all terms and conditions of these Terms, you may not access the Website, create an account, or use any services provided by us.
II. SCOPE OF LICENSE(S) - USAGE
Your use of any musical compositions and sound recordings (referred to collectively as the “Works”) available through this Website is subject at all times to these Terms and to the separate terms and conditions agreed to as part of the checkout/purchase process (or any custom licensing agreement we may offer for the Works) (the “License Agreement”). Notwithstanding the foregoing, in the event of any conflict between the License Agreement and these Terms, the terms of the License Agreement will control.
Our License Agreement covers all online licenses available through our Website, including content rights for all permitted uses of the Works. If you need a broadcast, paid-media or other license not available on this Website, please contact us directly to discuss a custom License Agreement.
III. LICENSEE – REPRESENTATIONS AND WARRANTIES
You hereby make the following representations, warranties and covenants to us, all of which you acknowledge we are relying upon in order to provide you service:
a. AMENDMENT – You are responsible for reviewing the current version of these Terms periodically on the Website. We may amend these Terms at any time by: (i) posting an updated version of these Terms on our Website, and (ii) sending information regarding such update to the Terms to the email address provided by you to us upon registration for use of the Website. Your continued use of the Website after receipt of notice of such update to these Terms will be deemed acceptance of the amended Terms.
b. PROPER USE – You agree to comply with the terms and conditions of these Terms and with all state, local, national and international laws and regulations, including all laws regarding the transmission of data and information from any country through the Website. You agree you will not use the Website for any illegal purposes, to disrupt the Website, or use the Website and/or its content in a way that violates the privacy, intellectual property rights of any third party.
c. AUTHORITY – You have full power and authority to enter into these Terms and to carry out your obligations contemplated hereby. In the event you are entering into these Terms on another’s behalf, you have full power and authority to do so.
d. COMMUNICATION – You agree that the official time for all transactions using the Website will be the timestamps recorded by the Website’s servers. You also agree that all electronic communications or notices sent to the email address you provide to us when registering with our Website will be considered “in writing” and received within five (5) days of its dissemination to you. We disclaim all responsibility for all failures in communication caused by failures of third parties to properly process or deliver our electronic communications.
IV. LICENSEE AS AGENT
You acknowledge that any and all Works available through this Website are the property of the Licensor and/or its artists. If you are using this Website as the representative or agent of any business, company, or other organizational entity then you agree that such entity likewise agrees to be bound to the License Agreement and these Terms and such entity will be deemed a “Licensee” without regard to the any subsequent changes in the relationship or employment status between any such representative and any such entity.
V. BREACH BY LICENSEE – TERMINATION
We may terminate these Terms upon Licensee’s breach of these Terms by giving written notice of such breach, by regular, registered, or certified mail, telegram or telex, or email to the Licensee at Licensee’s address, email address or P.O. BOX. If Licensee fails to remedy the breach complained of within twenty (20) days of the date of sending of such written notice, any license rights (including the License Agreement) pertaining to use of Works provided to you shall automatically terminate on the twenty-first (21st) day following the date upon which notice was sent.
By using this Website, the Licensee acknowledges that any use of any Work following termination of the License Agreement (or use of the Work outside the scope of the License Agreement) is unauthorized and violates the copyright or copyrights held by Licensor and/or its artists, is strictly prohibited, and that the Licensee may be subject to civil and criminal liability for any such unauthorized use.
VI. RESTRICTED USE – LIABILITY DISCLAIMER
The Works are provided “as is” without warranty or representation of any kind as to the condition of any such Work. If any Work should prove defective to the Licensee, Licensee agrees to assume the entire cost of remedy and/or correction. Licensor, its employees, and agents shall not be held liable for any damages (including lost profits, interruption, loss of business information, or an other monetary, productivity, or related losses) in connection with any claim, action or suit, or other legal proceedings that may arise out of these Terms.
In no event shall the Licensor, its composers, partners, or agents be liable for any damages whatsoever in connection with any claim, loss, damage, action, suit or other proceeding arising in connection to, under, or out of these Terms.
VII. – LIMITATION ON LIABILITY
The maximum aggregate liability of us to any Licensee under these Terms, the license provided hereunder, or the use of any or all of the Works in any manner whatsoever shall be limited to the fees actually paid by you to Licensor under these Terms in respect to the use of the Works.
VIII. SCOPE OF LICENSE - NONTRANSFERABILITY
Excepting in cases where Licensee acts as an agent or in a representative capacity (i.e., for an “End Client” as defined in the Licensing Agreement), this License is personal to the Licensee and strictly subject to the exercise of the rights set out herein. The rights and obligations of these Terms are not transferrable without Licensor’s prior written consent. Licensor may assign these Terms without Licensee’s consent. Any attempt by Licensee to assign these Terms other than as permitted above will render such transfer null and void.
IX. INDEMNIFICATION – NOTICE OF CLAIM
Licensee will indemnify, hold harmless and defend us, our parent, subsidiaries, affiliates, officers, directors, employees and agents from any and all liabilities, loss, damages, and costs (including, without limitation, reasonable attorney’s fees) that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a breach or alleged breach by the Licensee of any of the provisions of these Terms, the License Agreement, or the negligence or willful misconduct of the Licensee.
X. PERFORMANCE RIGHTS - PRODUCTION
Performance Rights: If applicable, Licensee hereby warrants and represents as a precondition for the use of the Composition in synchronized relation to the production that the Project (as defined in the License Agreement) will be broadcast or exhibited only by stations or venues that have valid performance licenses from either ASCAP, BMI or SESAC. Broadcast or exhibition of the production by station or venue not licensed by either ASCAP, BMI or SESAC shall be subject to clearance of the performance right by Licensor. Clearance by performance rights societies in portions of territory outside of the United States of America shall be in accordance with their customary practices and payment of their customary fees.
XI. – INDEPENDENT PARTIES
The parties to these Terms are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency relationship, franchise, sales representation, or employment relationship between the parties. Neither party can make or accept any offers or representations on behalf of the other party.
XII. – ENTIRE TERMS
The Terms and the License Agreement sets forth the entire terms between both parties and supersedes all prior and extant proposals and agreements, written or oral, of both of the parties with respect to the subject matter contained herein. These Terms cannot be modified or amended, except by written Terms reviewed and executed by both parties. No failure or delay by us in exercising any right hereunder will operate as a waiver thereof.
XIII. - SEVERABILITY
If any part of these Terms are found to be invalid or unenforceable by an arbiter or a court of competent jurisdiction, then such part of the Terms will be severed and the remainder of the Terms will remain in full force and effect.
XIV. - NOTICE
Unless otherwise specified under these Terms, notices or notifications required in these Terms shall be made via certified mail or email, with return receipt requested, to the addresses specified herein or at such other address as the parties shall designate in writing.
Address for notices:
LICENSOR: Heavy Feather Publishing, LLC dba Founder Music,
914 164th Street SE
Mill Creek, WA 98012
XV. - FORUM
These Terms shall be governed by the laws of the State of Washington without regard to any conflict of law provision. These Terms are performable in whole or in part in Snohomish County, Washington.
XVI. – SOLICITATION ATTEMPT
Licensee (including Licensee’s employees, agents, partners, and affiliates) shall not solicit any of our employees or independent contractors in an attempt to hire such employees or independent contracts for music related licensing ventures.
XVII. – REUSE PROHIBITED
No part of this Website may be copied or retransmitted via any means, except as authorized by these Terms and the License Agreement. This Website, its content and all related rights are and will remain our exclusive property unless otherwise expressly agreed in writing.
XVIII. – COMPLETE TERMS
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. YOU AGREE THAT THE TERMS AND ANY LICENSE AGREEMENTS ARE THE COMPLETE STATEMENT OF THE TERMS BETWEEN YOU AND US, WHICH SUPERSEDES ANY PRIOR TERMS.