Hits The Other Way | Terms & Conditions

IMPORTANT LEGAL NOTIFICATION

These notes should be read in conjunction with our terms & condition below

The recordings on this site whether with playback facility as streamed samples, or listed as titles without any form of playback facility, are owned and/or controlled by Hits The Other Way. (“Recordings”)

You must comply with all relevant local and international law relating to the marketing, distribution and exploitation of the Recordings (you license and/or obtain from us) including on the packaging and where any recordings are used for any synchronisation purposes it is your responsibility that you (and any parties you license to and/or work with in whatever manner) must not make any statement or representation of whatever nature that the Recordings which are from time to time also called “sound-alike”, “tribute”, “cover” or similar recordings are not (unless advised otherwise by us on this website or in otherwise in writing), ‘original’ recordings or where appropriate not by the original artists. You must not market in any manner that is designed to confuse parties that the recordings are by the original artist and/or that the artist has endorsed your project (or any project you or your customers, licensees or otherwise will use the recordings in).

Please note that any clearances and payments required for the usage by you of musical compositions (‘Musical Works’) of the Recordings are separate to any rights that we can grant you. You must therefore also ensure that any appropriate clearances and payments required for the usage by you of Musical Works of the recordings licensed/obtained through us are undertaken by you before you market the recordings in any manner.

Hits The Other Way (www.hitstheotherway.com) Terms & Conditions

By using the HTOW Services You agree (on behalf of Yourself and Your employer/contractor (the 'Company')) to be bound by the following terms and conditions (the 'Terms') which constitute an agreement between You (as the User), the Company and Hits The Other Way Limited (hitstheotherway.com ('HTOW').

1. Definitions

1.1 Company means any person who is the employer or contractor of a Registered User and on whose behalf such Registered User uses the HTOW Services;

1.2 Copyright Owner means the owner or controller of the copyright in any copyright work(s) comprised in a Track;

1.3 HTOW Database means the database of sound recordings and musical works (being lyrics and/or music) maintained by HTOW and/or as presented on the Website from time to time;

1.4 Licence(s) means a licence granted to You and/or the Company for the commercial use as agreed by HTOW for a Recording(s) based on the specific usage details provided by you outside the Website;

1.5 Recording means a sound recording in the HTOW database and/or as presented on the Website and owned and/or controlled by HTOW;

1.6 HTOW Services means the services provided through the HTOW System and HTOW from time to time

1.7 HTOW System means the combined HTOW Database and the HTOW Services;

1.8 Musical Work means a musical composition (being lyrics and/or music) as presented on the Website and/or in the HTOW Database;

1.9 Website means HTOW's website at www.hitstheotherway.com, or any replacement, additional or alternate URL from time to time;

1.10 You means the individual using HTW System

2. Interpretation

2.1 In these Terms, unless the context requires otherwise:

(a) words importing the singular include the plural and vice versa;

(b) a reference to a person may mean an individual, a body corporate, unincorporated association, partnership or other legal entity whether incorporated or unincorporated;

(c) a reference to a party includes that party's permitted assigns, transferees and successors in title;

(d) references to “include” or “including” are to be construed without limitation;

(e) headings are included for reference only and do not affect the interpretation of this Agreement;

(f) any reference to a statute or statutory provision includes that statute or provision as amended, modified, replaced or re-enacted from time to time and any subordinate legislation from time to time made under it; and

(g) any reference in this Agreement to "writing" includes a reference to any communication made by facsimile transmission, email or any other similar means.

2.2 You are entitled to access streams of Tracks made available on the Website but You may not download, copy, forward or make any other use of a Track unless You are expressly authorised to do so by HTOW. Tracks streamed from the Website may only be used for testing, presentation and/or research with a view to possible usage by You and/or the Company in audio or audio-visual productions and/or for bone fide commercial usage.

2.3 By using the HTOW Services You agree to do the following:

2.4 If You or the Company wish to obtain Licences, or are interested in or are contemplating licensing or commercially exploiting a Track or any part thereof which You have found by using the Website, You and the Company must contact HTOW in order to license the Recording. You are also reminded that you must also apply for a license for the use of any Musical Compositions incorporated within the Recording from the relevant copyright owners and/or controllers.

2.5 You and the Company each agree that You and the Company may not make or permit to be made any use of any part of a Track (whether the sound recording and/or the lyrics and/or music) except as permitted by these Terms or by a Licence obtained from HTOW for the Recording and a license from the relevant Copyright Owner(s) for the Musical Work(s).

2.6 You and the Company each acknowledge that any use of a Track (or any part thereof) in breach of these Terms and/or an applicable Licence or Musical Works rights amounts to an infringement of HTOW’s and/or the relevant Copyright Owner's rights.

2.7 You and the Company each agree to be solely responsible for all communications and acts including all requests for Licences and all usage of Tracks which are carried out under Your name and whether authorised by You or not, and You and the Company each agree to indemnify HTOW and keep HTOW fully indemnified on demand from and against all losses, costs (including legal costs on an indemnity basis), expenses, damages, liabilities, claims, demands and proceedings arising as a result of any unauthorised usage of Tracks and/or any breach or non performance of these Terms.

2.8 By using the HTOW System, You warrant and represent that You are authorised to do so by the Company and that You are authorised to enter into these Terms on behalf of the Company.

2.9 HTOW shall have no liability for the unavailability of any Licence, or licence for Musical Works for any breach by a licensor of any term or condition of any Licence.

2.10 You accept that the Copyright Owners retain the sole discretion as to whether to grant any Licence. HTOW shall have no liability whatsoever to You or the Company for any loss, expense, cost, or damage of any kind caused by a Copyright Owner's refusal to grant You or the Company a Licence, a licence for Musical “Works or any delay in the process of obtaining such a licences.

3. Data Protection and Privacy

Your personal data will be treated in accordance with our Privacy Policy.

4. Limitation of Liability

4.1 Nothing in these Terms excludes or limits: (a) HTOW's liability for death or personal injury resulting from its negligence; or (b) for any other liability which is prohibited from being excluded by law.

4.2 You and the Company each acknowledge that HTOW has no control over the content of the Tracks. Accordingly, HTOW excludes all liability of any kind in respect of Your, the Company's or Your, Your Company's or Your clients' use of any Track under the terms of any Licence.

4.3 Subject to Section 4.1 above, HTOW shall not be liable to You or the Company in any way (whether in contract, tort, negligence, or otherwise) for any loss, damage, cost or expense whatsoever (whether direct or indirect) arising from or in anyway connected with Your or the Company's use of the HTOW System or any HTOW Service, even where HTOW has been notified of the possibility of such loss, damage, cost or expense.

4.4 HTOW makes no warranties or representations regarding the operation, availability or suitability of the Website or the HTOW System, and has no liability to You or the Company for any loss, damage, cost or expense of any kind incurred by You or the Company arising from any error in, or interruption or non-availability of, the HTOW System or the Website.

4.5 HTOW makes no warranties or representations that files or software of any kind available for streaming or downloading through the Website or otherwise are free from defects, and has no liability to You or the Company for any loss of data, or any other type of loss, damage, cost or expense, resulting from defects in such files or software.

4.6 Where the Website provides third party materials, links and/or pointers to websites maintained by third parties (together 'Third Party Content') HTOW does not accept any responsibility for, nor offer any warranties or representations regarding, Third Party Content nor accept any liability for any loss arising out of or related in any way to Third Party Content.

4.7 You and the Company each acknowledge that the limitations of liability in these Terms are fair and reasonable having regard to the circumstances in which HTOW makes the HTOW System, the Website and the HTOW Services available to You and in particular the fact that, where applicable, these resources and services are provided to You free of charge.

5. Changes to these Terms and Conditions

HTOW reserves the right, at its sole discretion, to modify, add to or remove any of these Terms (including the Privacy Policy) at any time. Such changes will be effective on the posting of the modified Terms on the Website or notification to You by email, whichever is earlier. Your continued use of the HTOW System thereafter will constitute acceptance of such changes. HTOW reserves the right to terminate Your access to the Website, revoke Your status as a Registered User and/or terminate the provision of further services to You immediately without further notice if You do not accept any such changes.

6. Termination

Without limitation to any other right or remedy HTOW may have if You are in breach of any of these Terms and fail to remedy such breach within 7 days of notice specifying such breach, HTOW may terminate Your access to the Website, .

Intellectual property rights

You and the Company each acknowledge that:

(a) HTOW retains all right, title and interest in and to the intellectual property rights subsisting in the HTOW System, the Website and the HTOW Services;

(b) HTOW and/or the Copyright Owners retain all right, title and interest in and to the intellectual property rights subsisting in the HTOW Database and the Tracks comprised in the HTOW Database,

and nothing in these Terms entitles You or the Company to any rights in the same, except as expressly set out in these Terms or in a Licence.

7. The Website

7.1 Due to the nature of the internet and the fact that Your access to the Website involves features outside HTOW's control, HTOW is not responsible for technical problems that You may experience with the Website. However, if you have any technical problems with the operation of the Website, you may contact customer services by telephone on +44 (0) [ ] or by email at [techsupport@HTOW.com.] HTOW does not guarantee that it will be able to assist or resolve any technical problems You may experience.

7.2 No part of the Website or its contents may be reproduced or transmitted in any form or by any means whether electronic or mechanical, including recording by way of any electronic or digital means, without HTOW's prior written consent unless expressly authorised by these Terms.

8. Miscellaneous

8.1 These Terms together comprise the entire understanding of the parties relating to the subject matter hereof and supersede in all respects any previous or other existing arrangements, agreements or understandings between the parties whether oral or written in relation to the subject matter hereof. You and the Company each acknowledge that You and the Company have not relied on or been induced to agree to these Terms by any representation (save fraudulent misrepresentation), warranty or undertaking other than those expressly set out in these Terms.

8.2 In the event that any provision of these Terms should be invalid or unenforceable by operation of law, such invalidity or unenforceability shall not affect the remainder of these Terms.

8.3 You and the Company may not assign, transfer or sub-license any of Your or the Company's rights or obligations under these Terms.

8.4 The relationship between You and the Company, and HTOW, is that of service provider (HTOW) and customer (You and the Company), and nothing in this Agreement shall constitute either of us as partner, agent or representative of the other.

8.5 No failure or delay on the part of HTOW to exercise any right under these Terms shall operate as a waiver of such right.

8.6 The parties agree that they will not at any time directly or indirectly disclose to any third party any confidential information of the other party and shall use such confidential information strictly for the purposes of the licence negotiations and will not use the confidential information for their own purposes.

8.7 You and the Company shall indemnify HTOW and keep HTOW indemnified, on demand, from and against all costs (including legal costs on an indemnity basis), claims, demands, liabilities proceedings and damages arising as a result of any breach by You and/or the Company of Your and/or the Company's representations, warranties, undertakings and agreements contained in these Terms or as a result of the breach of any Licence procured by HTOW for You and/or the Company.

8.8 It is agreed that the provisions of these Terms are not intended to confer benefits or rights including of enforcement on any third party (except for the Company). Save as stated otherwise, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms nor any of their provisions.

8.9 These Terms contain legally binding rights and obligations and shall be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the nonexclusive jurisdiction of the English courts.