As of September 20th, 2024
These Terms of Use (“Terms of Use") constitute a legal agreement between you and Downtown Music Publishing LLC ("Downtown," "we," or "us") apply to and govern your access to and use of the Downtown website (currently located at http://www.downtownmusicpublishing.com) including any and all content, functionality, resources and services offered on or through the website or any other platform, service or application made available by Downtown (collectively, the "Site"). If you are also signing up for any Downtown services, to the extent that there is any inconsistency between these Terms of Use and the Downtown Terms and Conditions, the Downtown Terms and Conditions shall control.
PLEASE READ CAREFULLY, because by visiting the Site, you agree to be bound by these Terms of Use, as well as the terms of our Privacy Policy, found here. Additional terms may also apply to certain activities on the Site (e.g., contests, giveaways, members-only features), all of which are hereby incorporated by reference into these Terms of Use. If you do not agree with or do not wish to be bound by all of these Terms of Use, please navigate away from the Site and don't post or provide us with any information or otherwise use the Site in any manner. We reserve the right to amend these Terms of Use at any time and will post the amended terms here from time to time, so please check back often and check the date above to see when they were last updated. By continuing to visit or use the Site, you agree to any such amended
The Site is offered and available to persons who are 13 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Downtown and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.
The Site and all associated content are intended solely for the personal, non-commercial use of our users. All information and materials available via the Site (collectively, "Content") are protected by copyright, trademark and other applicable laws, and are owned or controlled by us or our licensors. You agree to abide by all copyright and other laws and notices, information and restrictions appearing in conjunction with any Content on or accessed through our Site. The Content may not be copied, downloaded or stored and may not be distributed, publicly performed or otherwise used in any manner, except with our prior written consent or as expressly permitted on the Site itself. No right, title, or interest in or to the Site or any Content on the Site is transferred to you, and all rights not expressly granted are reserved by Downtown. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
The Site may contain links to other sites, social media platforms, organizations, resources and advertisers, and other sites may link to this Site. Navigating an advertisement or other link will redirect you away from our Site to a third party site or service. Interactions and transactions between you and third parties are strictly between you and such third parties and we are not responsible for examining or evaluating, and do not warrant the goods, services or offerings of any third party or the content of their websites or advertisements. Consequently, we do not assume any liability or responsibility for the accuracy, actions, products, services, practices, availability or content of these outside resources. You should direct any concerns regarding other sites to their operators.
The Site may include fields for you to voluntarily provide us with your email address and/or otherwise communicate with us (collectively, "User Contributions"). Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Downtown, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS DOWNTOWN AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
You represent, warrant and agree that (a) all registration information and other information you submit to us via the Site is and will remain truthful and accurate; (b) that neither your use of the Site nor any of your User Contributions or the use thereof by us or our users in accordance with these Terms of Use will (i) violate, plagiarize or infringe upon the rights of any third party, including, without limitation, copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; (ii) contain unlawful material; (iii) constitute false or misleading statements of fact or indications of origin; (iv) slander, libel or defame any person or entity; or (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and (c) you are at least the applicable age of majority in the jurisdiction where you reside and you and possess the legal authority to agree to these Terms of Use.
You agree to and hereby indemnify, defend and hold us and our officers, directors, shareholders, agents, service providers, affiliates, licensors, users, licensees, agents and representatives (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or the foregoing representations, warranties and covenants, including, without limitation, court costs and attorneys' fees. You shall cooperate as fully as reasonably required in the defense of any claim and shall not enter into any settlement agreement which affects our rights without our prior written approval. We reserve the right to assume the defense and control of any matter otherwise subject to indemnification by you.
You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:
Additionally, you agree not to:
Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
The Content and information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and other material, other than the Content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Downtown. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Downtown does not provide legal services of any kind. Downtown’s services, the Site and any form documents available through the Site are not, and are not intended to be, a source of legal advice. You agree that you are not relying on any of the information available through the Site in determining how to conduct your legal affairs. Publication of information through the Site, including form documents, does not constitute the practice of law, and such information and form documents are not legal counsel or advice. You understand that any form documents retrievable through the Site will not be appropriate for all business or legal situations, and should not be relied upon as a substitute for consultation with an experienced attorney.
Your use of our Site is at your sole risk. ALL INFORMATION AND MATERIALS PROVIDED VIA THE SITE ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS PROVIDED VIA THE SITE. WE CANNOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW.
NEITHER WE NOR ANY OF OUR SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES OR REPRESENTATIVES SHALL BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITE OR ANY OF THE INFORMATION OR MATERIALS PROVIDED ON THE SITE, OR ANY DAMAGE OR LOSS, INTERRUPTIONS, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. The foregoing is applicable to the fullest extent permissible under applicable law.
We take alleged copyright infringement seriously. If you believe that any information or material on our Site constitutes copyright infringement, please send our Copyright Agent an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) 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; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for notice of claims of copyright infringement on the Site is:
Copyright Agent
Downtown Music Publishing LLC
155 Avenue of Americas
15th Floor
New York, NY 10013
Email- legal@downtownmusic.com
In accordance with the Digital Millennium Copyright Act and other applicable law, Downtown has adopted a policy of terminating, in appropriate circumstances and in Downtown's sole discretion, users who are deemed to be repeat infringers. For the avoidance of doubt, the foregoing sentence in no way limits Downtown's right to limit access to the Site for any reason, in Downtown's sole discretion, including, without limitation, in the case of users who infringe, or allegedly infringe, any rights of others, whether or not there is any repeat infringement.
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a copyright notice. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
All information we collect on the Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
You represent and warrant to us that you (a) are not designated on any sanctions- or export- related list of restricted or blocked persons, including designation on the U.S. Department of the Treasury Office of Foreign Asset Control's ("OFAC") List of Specially Designated Nationals and Blocked Persons, (b) are not located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any U.S. or other relevant governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (c) are not greater than 50% owned or controlled by any persons described in clause (a) or (b) (collectively with (a) and (b), a "Restricted Person"), (d) will not violate or cause Downtown to violate any economic sanctions, including those administered by OFAC, in connection with the Site and (e) will notify Downtown immediately of any breach of the terms described in clauses (a) through (d).
These Terms of Use and the Privacy Policy constitute the entire agreement between you and us with respect to your access to and use of the Site. If any provisions are deemed invalid or unenforceable, they will be severed or construed to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. No waiver of any provision by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms of use shall not constitute a waiver of such right or provision. The Site is hosted and operated in the United States and we make no representation that any Content is appropriate for access outside of the United States. Those who choose to access the Site from outside the United States do so on their own initiative and are responsible for compliance with local laws. These Terms of Use shall be construed and enforced in accordance with New York law without regard to any conflict of law provisions and any and all actions in connection with the Site and/or these Terms of Use shall be brought exclusively in the federal or state courts located in New York, New York, U.S.A.
Downtown Music is a service mark of Downtown Music Publishing LLC. All other trademarks and service marks on the Site are the property of their respective owners. Copyright © 2024 Downtown Music Publishing LLC. All rights reserved.
