Terms and Conditions
Please read this agreement carefully: The terms and conditions stated in the agreement below shall at all times govern your use of any of the services, music, materials, information, and features at www.satelliterecords.com, www.satellitedj.com, www.satellitemusic.com and www.satellite.dj.
By clicking "Accept" where indicated below you enter into a legally binding contract between you ("Consumer") and SDMS, LLC ("SDMS") and agree to be legally bound by all of the terms and conditions of this agreement.
1. Application. This Terms of Service Agreement (“TOS Agreement” or "Agreement") shall apply to any use by Consumer of the content and services of the SDMS website located at www.satelliterecords.com, www.satellitedj.com, www.satellitemusic.com and www.satellite.dj (collectively “the Site”). The terms and conditions stated in this Agreement ("Terms of Service" or "TOS") shall be binding upon Consumer and shall govern Consumer's use of any of the services, music, materials, information, and features at the Site.
Consumer's acceptance of and compliance with these Terms of Service are conditions for Consumer's access to all services provided by SDMS. As long as Consumer comply with these Terms of Service, SDMS grants Consumer a conditional, personal, non-exclusive, non-transferable, and revocable privilege to enter and use the Site.
The term "Consumer" as used in this Agreement shall include disc jockeys ("DJs"). The term "personal use" shall include the use of Downloads (defined in Paragraph 4 below) by DJs as part of their DJ sets subject to the relevant DJ's compliance with all applicable reporting requirements as set forth in Paragraph 5 below.
2. Site Content. All of the services, music, materials, information, features, downloadable music files, audio samples, audio streams, software, text, images, graphics, user interface, videos, photographs, trademarks, logos, and artwork (collectively “Site Content”), including but not limited to the design, selection, arrangement, and coordination of such Site Content is owned exclusively by SDMS or has been licensed to SDMS for SDMS's use subject to these Terms of Service. As between Consumer and SDMS, all Site Content is owned by SDMS and shall be deemed to constitute the intellectual property of SDMS and, as such, is subject to all applicable intellectual property rights laws including but not limited to copyright and trademark laws.
3. Restrictions. Except as expressly provided in this Agreement, Consumer shall not at any time record, reproduce, copy, transmit, retransmit, sell, rent, broadcast, distribute, publish, upload, post, publicly display, incorporate into new works, alter, perform, digitize, compile, translate or transmit in any way to any other computer, website or other medium or for any purpose, any part of the Site Content, including but not limited to Downloads (defined in Paragraph 4 below) and Metadata (defined in Paragraph 5 below), without SDMS’s express prior written approval.
4. Limited License. Notwithstanding the use of the terms “sell,” “purchase,” “order,” or “buy” on the Site or in this Agreement, upon receipt of payment SDMS shall grant to Consumer a limited, non-transferable, personal, conditional license for Consumer's personal use of each downloadable digital file containing any Site Content ("Download(s)") subject to these Terms of Service.
5. Permitted Uses. Under this limited license Consumer shall have the right to copy or transfer the relevant Download to any desktop computer, laptop computer, or playback device owned by Consumer, and/or to a recordable medium (such as CD-R or DVD-R) for Consumer's personal use without restriction but subject at all times to the fair use provisions of the United States Copyright Act, 17 U.S.C. §107.
Notwithstanding anything to the contrary stated elsewhere in this Agreement, Consumer shall be entitled to publicly perform Downloads as part of Consumer's DJ sets, if any, provided that Consumer shall submit the playlist information for any use of Downloads as part of such DJ sets to the relevant performing rights society(ies) as required under applicable laws. For the avoidance of doubt, SDMS shall not be responsible for payment of public performance royalties or phonographic performance royalties to the relevant society(ies) with respect to Consumer's use of Downloads and Consumer hereby expressly agrees to indemnify SDMS against any third party claims arising in connection with Consumer's use of Downloads as part of DJ sets.
The permitted uses as stated above with respect to each Download shall also apply to any audio-visual files, label copy, description, artwork, logos and any other materials associated with the relevant Download ("Metadata").
The available territory(ies) for a particular Download may vary from Track to Track. The permitted uses apply only in those territories in which the relevant Download is available.
No other transfers, copies or uses of any Downloads, Metadata or other Site Content are permitted. All other rights are hereby expressly reserved.
6. Prohibited Uses. The limited license granted by SDMS to Consumer for Consumer's personal use of each Download, Metadata and any other Site Content shall be subject to the following restrictions which Consumer hereby expressly agrees to comply with at all times:
(a) Consumer shall not copy or transfer any Download(s), Metadata or other Site Content to any desktop computer, laptop computer, or playback device not owned or regularly used by Consumer;
(b) Consumer shall not copy or transfer any Download(s), Metadata or other Site Content to a recordable medium (such as CD-R, DVD-R) which Consumer distributes or sells to any third party;
(c) Consumer shall not transmit any Download(s), Metadata or other Site Content to any third party via the Internet or otherwise;
(d) Consumer shall not upload any Download(s), Metadata or other Site Content to any website or other medium accessible by any third party via the Internet or otherwise and Consumer hereby expressly agrees not to make any Download(s), Metadata or other Site Content available to any third party through so-called "file sharing" services;
(e) Consumer shall not bundle or compile any Download(s), Metadata or other Site Content for distribution or sale to any third party; Consumer shall not incorporate, interpolate, sample or combine with other copyrightable material any portion of any Download(s), Metadata or other Site Content to create any new musical, visual or audio-visual works;
(f) Consumer shall not incorporate, interpolate, edit, alter, sample or combine with other copyrightable material any portion of the Downloads, Metadata or other Site Content to create any derivative works;
(g) Consumer shall not engage in any unauthorized commercial use of any Download(s), Metadata or other Site Content without SDMS's express prior written permission to do so. For the avoidance of confusion, the foregoing shall not affect Consumer's ability to use Downloads in connection with professional DJ equipment such as Traktor Pro™ and the like or the use of Downloads by DJs as part of their DJ sets subject to the relevant DJ's compliance with all applicable reporting requirements as set forth in Paragraph 5 above.
(h) Consumer shall not reverse engineer, decompile, disassemble, modify or disable any watermarking or copy protection or use limitation features or software which may be contained in any Download(s), Metadata or other Site Content.
Except as expressly stated above as a permitted use under this Agreement, all other non-enumerated uses of the relevant Download(s), Metadata or other Site Content are prohibited and shall constitute a TOS violation. Consumer hereby agrees to indemnify, save and hold SDMS harmless from any loss, damage or expense incurred by SDMS resulting from any failure by Consumer to comply with the permitted use provisions of this Agreement.
WARNING: SDMS uses patented third-party watermarking technology. Any Downloads which are subsequently uploaded or fileshared by Consumer will be indelibly watermarked with the original Consumer's IP address and/or other information. This information will be made accessible to the appropriate authorities upon request so as to support ongoing efforts to discourage copyright infringement. DO NOT UPLOAD OR FILESHARE any Downloads, Metadata or other Site Content purchased or otherwise obtained from the Site.
7. Accounts and Passwords. To access SDMS's services, Consumer must first open an account subject to the following terms and conditions:
(a) Consumer shall only submit accurate personal and billing information when opening Consumer's account. The submission of false or fraudulent information shall constitute a TOS violation.
(b) Consumer shall at all times remain solely responsible for all activity that occurs under Consumer's account.
(c) Consumer shall not share Consumer's account or Consumer's password with any third party. Password sharing shall constitute a TOS violation and Consumer hereby agrees not to use the account or password of any third party for the same reason.
(d) Consumer shall immediately notify SDMS of any unauthorized use of Consumer's account or password information or any other breach of security.
(e) Consumer shall not attempt to gain access to the password-protected portions of the Site without using Consumer's password or by any other unauthorized means. Any attempt by Consumer to gain unauthorized entry to password-protected portions of the Site through hacking, cracking, spoofing or any other means other than by using Consumer's account and password shall constitute a TOS violation.
(f) Any action to assist or enable any third party to gain unauthorized access to password-protected portions of the Site or services by any means shall constitute a TOS violation.
(a) SDMS shall store Consumer's name, address and e-mail information for use in connection with the provision of SDMS's services hereunder.
(b) For security reasons, SDMS shall not store Consumer's credit card information which must be re-entered on a transaction by transaction basis.
(c) SDMS shall not disclose or provide Consumer's stored contact information to any unaffiliated third party unless SDMS is required to do so by State or Federal government agencies or in the context of litigation.
9. E-mail Communication. By establishing an account with SDMS, Consumer expressly grants permission for SDMS to communicate with Consumer via e-mail at the e-mail address Consumer provides.
10. Sales Policy. Consumer's purchase of Downloads from the Site shall be subject to the following terms and conditions:
(a) All sales are final. Consumer hereby expressly agrees that Consumer's exclusive and sole remedy with respect to any Download that is not delivered or delivered in defective condition will be either replacement of such Download or, if replacement is not possible, refund of the price paid for such Download provided Consumer gives SDMS notice of such undelivered or defectively delivered Download not more than thirty (30) days after the original purchase date.
(b) Consumer agrees to pay for all Downloads purchased through the Site, and that SDMS may charge Consumer's credit card or PayPal account for any Downloads purchased and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with Consumer's account. CONSUMER IS RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING SDMS WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or the PayPal account, Consumer designates during the registration process. If Consumer wishes to designate a different credit card or PayPal account, or if there is a change in Consumer's credit card or PayPal account status, Consumer must change Consumer's credit card or PayPal account information. (There may be a temporary disruption of Consumer's access to the Site until SDMS can verify the validity of the new credit card or PayPal account information.)
(c) Prices and availability of any Downloads are subject to change at any time.
(d) Consumer's use of the Site includes the ability to enter into agreements and/or to make transactions electronically. CONSUMER ACKNOWLEDGES THAT CONSUMER'S ELECTRONIC SUBMISSIONS CONSTITUTE CONSUMER'S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. CONSUMER'S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS CONSUMER ENTERS INTO ON THE SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.
(e) In order to access and retain electronic records, Consumer may be required to have certain hardware and software, which are Consumer's sole responsibility.
11. Termination. Consumer may terminate Consumer's account with SDMS at any time by communicating Consumer's wish to do so to SDMS in writing via e-mail.
Consumer hereby expressly agrees that SDMS may terminate Consumer's account as follows:
(a) SDMS may terminate Consumer's account for cause in its sole discretion and without prior notice. "Cause" within the meaning of the foregoing sentence shall include but not be limited to: (1) any TOS violation; (2) discontinuation or material modification of the Site or any service offered thereon; (3) failure to pay for purchases; (4) copyright infringement; and (5) requests by law enforcement or other government agencies.
(b) SDMS shall at all times remain entitled to terminate Consumer's account for any other reason which may or may not fall within the definition of "cause" above in its sole discretion.
(c) Upon termination of Consumer's account hereunder, all of the operative provisions and definitions of this Agreement shall continue to remain in effect and shall continue to govern the interpretation of this Agreement and all rights and remedies accruing under this Agreement.
Consumer hereby expressly agrees that Consumer shall not be entitled to seek any compensation from SDMS or any third party for the termination of Consumer's account.
12. Warranties. The Site and all Downloads, Metadata and other Site Content are offered on an "as is" basis only. SDMS provides a warranty only with respect to Downloads legally obtained by Consumer from SDMS pursuant to this Agreement. The warranty is as follows: any defective Download(s) will be replaced upon request within thirty (30) days of the original purchase date. EXCEPT AS EXPRESSLY STATED, SDMS EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE SITE OR THE USE OF SDMS'S SERVICES HEREUNDER. It is hereby expressly agreed that there shall be no implied warranties of merchantability or suitability with respect to any aspect of the Site or any Downloads, Metadata or other Site Content purchased or otherwise obtained from SDMS. SDMS specifically disclaims any warranties against viruses, software incompatibilities, or any other effect which the Site or any Downloads, Metadata or other Site Content may have on the computer, telecommunications and/or other electronic equipment owned or operated by Consumer.
13. Limitation of Liability. Consumer hereby expressly agrees that Consumer shall use the Site and any Downloads, Metadata and other Site Content at Consumer's own risk. In any event, neither SDMS nor its officers, employees, or shareholders shall be liable for any consequential, incidental, direct, indirect, punitive, special or other damages whatsoever, including without limitation any business interruption, loss of profits, loss of information or any other business related damages, with respect to any matter or claim arising as a result of or in connection with this Agreement, or the use of the Site or any Downloads, Metadata or other Site Content or any other SDMS good or services, or the inability to use the Site or any Downloads, Metadata or other Site Content or any other SDMS goods or services, or any failure by SDMS to provide any Downloads, Metadata or other Site Content or any other SDMS good or services at any time, or otherwise arising out of or in connection with the use of the Site whether based on contract, tort, negligence, at law or in equity. Consumer hereby acknowledges and confirms that Consumer is on notice of SDMS's disclaimer of warranties and limitation of liability as set forth in this Agreement and Consumer expressly agrees to these disclaimers and limitations as a condition of using the Site and any Downloads, Metadata and other Site Content, or any other SDMS goods or services. If, notwithstanding the foregoing and for any reason, SDMS is found to be liable to Consumer for any matter in connection with this Agreement, SDMS's liability shall be limited to any amounts actually paid to SDMS by Consumer.
14. Copyright and Intellectual Property Rights Policy.
Pursuant to 17 U.S.C. § 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), SDMS will terminate the account of any Consumer or other customer or vendor who uses his or her privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. SDMS will terminate the infringing Consumer's or customer’s or vendor's account once any copyright infringement or any other violation of the intellectual property rights of any third party has been established by a court of competent jurisdiction. SDMS may also in its sole discretion decide to terminate any Consumer's or customer’s or vendor's account privileges prior to that time if it has a good faith belief that infringement has in fact occurred or that it is more likely than not that such an infringement will be confirmed. SDMS shall not be liable to any Consumer for the termination of an account hereunder and Consumer hereby expressly agrees that SDMS shall at all times reserve the right to terminate any account based on SDMS's policy against copyright infringements as set forth herein.
15. Governing Law. Consumer agrees that all matters relating to Consumer's access to and use of the Site and any Downloads, Metadata and other Site Content purchased or otherwise obtained from the Site, including all disputes arising out of these Terms of Service, shall at all times be governed by the laws of the United States and specifically by the laws of the State of New York without regard to its conflicts of laws provisions. Consumer agrees to the personal jurisdiction of and venue in the State and Federal courts located in New York, NY. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises.