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TERMS AND CONDITIONS

 

Effective Date: March 29th, 2019

 

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, WARRANTY DISCLAIMERS, LIABILITY LIMITATIONS, AND OTHER IMPORTANT CONDITIONS THAT MAY APPLY TO YOU.

 

YOU MAY ONLY USE THIS SITE AND ITS RELATED PRODUCTS AND SERVICES IF YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND CLICKED “I AGREE” ON  WWW.SPINTHEDRAYDEL.COM/STEMS-REMIX. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE BY CLICKING “I AGREE” ON WWW.SPINTHEDRAYDEL.COM/STEMS-REMIX, YOU MUST NOT USE THIS SITE OR ANY OF OUR PRODUCTS AND SERVICES.

 

1.0 INTRODUCTION

 

1.1 Preamble

 

Welcome and thank you for visiting Light Vital, LLC. (“Draydel”, “SpinTheDraydel”, “We”, “Company”, “Our” or “Us”). Please read and review the following terms of use (the “Terms of Use” or “Terms”) carefully to understand how to use Draydel’s website, located at https://spinthedraydel.com, and all associated sites linked to and from https://spinthedraydel.com by Draydel (the “Site”).

 

These Terms of Use, including Our Privacy Policy, form a binding legal contract that govern the relationship between Draydel, you (“You”, “Yourself” and the possessive “Your” as applicable), other visitors of this Site (“Users” or “User”), and all other related parties (which may also be subject to separate Terms of Use) relating to the Your use of the Site and the services offered through Our Site (the “Services”). By using any of Our Services or visiting the Site, You agree to be legally bound by, and to use Our Services and Site in compliance with, these Terms of Use.

 

Please read Draydel’s Privacy Policy (available from the Site), as it also applies to the use of this Site, and its terms and conditions are made a part of these Terms of Use by this reference.

 

If You are using the Website on behalf of an entity, or organization (collectively, a “Subscribing Organization”) then You represent and warrant that You: (i) are an authorized representative or agent of that Subscribing Organization with the authority to bind such a Subscribing Organization to these Terms; (ii) have read these Terms in their entirety; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.

 

1.2 Changes to the Terms of Use

 

These Terms of Use and the Site are subject to change with prior notice. We may post a notice that the Terms have changed on Our Site or email you at the email account You registered with Us to advise You of changes. We reserve the right to make changes to these Terms of Use from time to time. When We do, We will revise the “effective date” date set forth above and the new Terms shall take effect on that “effective date”. It is Your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that Your continued use of Our Site after such changes have been published to Our Site will constitute Your acceptance of such revised Terms of Use. If You do not agree to changes to these Terms, You must cease using the Site or accessing the Services.

 

The following terms and conditions are agreed to and will confirm the basic terms of the agreement between Light Vital, LLC. (“Company”) and YOU (“Remixer”, “Remixers”, “You”, “Yourself” and the possessive “Your” as applicable), other visitors of this Site (“Users” or “User”), and all other related parties (which may also be subject to separate Terms of Use) relating to the Your use of the Site, to remix the Master(s) provided to you from the site on the following terms and conditions:

            1.0        Subject to Company’s direction and control, Remixer will promptly prepare and deliver to Company, remixes (the “Remixes”) of the Master(s) featuring the performances of Company’s artist JILLEE PARKER &  DRAYDEL (“Artist”).  The Remixes shall be subject to Company’s prior written approval as technically and commercially satisfactory for the manufacture and sale of phonograph records.

            2.0         Remixer hereby grant to Company the right, throughout the world and in perpetuity, to use and to permit others to use Remixer’s real and professional names for purposes of advertising, publicity and trade in connection with the sale and exploitation of the Remixes and on and in connection with phonograph records derived therefrom.

            3.0         In full and complete consideration of all services rendered by Remixer and all rights herein granted to Company, Company will give Remixer an “all-in” percentage of writers share on the Remix track in the sum of 30%, payable as follows: (a) commencement of remixing; and (b) following the delivery to and acceptance by Company of technically and commercially satisfactory Remixes. For the avoidance of doubt, Remixer shall be solely responsible for all recording costs in connection with the Remixes. Remixer expressly acknowledges and agrees that shall not be entitled to any mechanical royalty percentage or other contingent compensation in connection with Company’s exploitation of the Remixes.

4.0         Remixer represents and warrants that no “Materials” embodied in the Remixes will violate or infringe upon the rights of any person or entity.  As used herein, “Materials” means: all musical and/or artistic materials, ideas, and/or other intellectual properties created, furnished and/or selected by Remixer and contained in or used in connection with the Remixes. Without limiting the foregoing, Remixer will not “interpolate”, “quote from,” “sample”, “borrow” or otherwise adapt any copyrighted music, lyrics, spoken words, sounds, musical compositions, sound recordings or other material (collectively, “Embodied Copyrighted Materials”) on or in connection with any of the Remixes without the prior written consent of the applicable copyright proprietors of such Embodied Copyrighted Materials on terms which grant Company and its designees the unrestricted right to exploit the Remixes;  If Company, in the exercise of its good faith business judgment, believes that Embodied Copyrighted Materials are embodied on any Master and Remixer has not obtained the written consents in respect of such Embodied Copyrighted Materials, any action taken against Company due this form of wrong-doing then the Remixer shall be held fully responsible.

 

  1. 0        The Remixes shall, from the inception of creation, constitute “works made for hire” for Company within the meaning of the United States Copyright Act of 1976 (Title 17, U.S.C.), as amended.  If for any reason the Remixes do not constitute works made for hire, then Remixer hereby irrevocably transfers and assigns to Company all of Remixer’s right, title and interest in and to such Remixes, together with all rights therein (including the sound recording copyright).  Without limiting the generality of the preceding sentence, Company shall have the exclusive, unrestricted, worldwide and perpetual right (but not the obligation) to use, distribute, sell and exploit the Remixes in any and all media now known or hereafter invented.

6.0         Remixer expressly agrees that shall not at any time make any claim of entitlement to copyright ownership or mechanical royalties (and Company shall have no obligation to pay any mechanical royalties to Remixer or any person or entity deriving any rights from Remixer) in respect of:  (a) any musical compositions embodied in the Master and/or the Remixes; (b) any Materials added to the Master by Remixer in preparing the Remixes; or (c) any versions or arrangements thereof.

7.0  The Remixer warrants they are over 18 years of age and confirm that they have taken independent legal advice on these terms and conditions

 

8.0 Remixer confirms that they shall not send the title(s) in any association without written consent from the company before the release date. In any case of harm caused by distribution by remixer without permission, remixer royalties will be decreased by 75%.

 

9.0 The Remixer also warrant and agree that Remixer shall not:

 

9.1 impersonate or misrepresent Your affiliation with any other person or entity;

 

9.2 upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Company for commercial purposes other than according to these Terms and other than as expressly permitted by the provider of such information or other material;

 

9.3 engage in spamming, flooding or promote or distribute any unauthorized advertising;

 

9.4 misrepresent works as Your own or misrepresent the popularity of any of Your works;

 

9.5 store, collect, scrape, lift, download, or retain Content from the Company in a separate destination that in any way replicates substantially material offered from the Site except as these Terms permit;

 

9.6 engage in any conduct that would could constitute a criminal offence or give rise to civil liability of any nature;

 

9.7 facilitate, aid, abet, or promote any conduct that could constitute a criminal offence or give rise to civil liability of any nature;

9.8 enter into or form Deals with Users You came into communication with as a result of Your access to, or use of, Masters except by using company in conjunction with the means Draydel provides to form such Deals;

 

9.9 attempt to gain unauthorized access to the company’s computer system or other computer systems through the company;

 

9.10 infringe the intellectual property rights of any other person or entity

 

10.0 MISCELLANEOUS

10.1 Headings

The headings in these Terms are for convenience only and shall not affect their construction or interpretation.

 

10.2 Singulars and Plurals

Words importing the singular include the plural and vice versa.

10.3 Gender

Words importing a gender shall include all genders.

 

10.4 Governing Law; Dispute Resolution

The Terms and Conditions and the relationship between You and Us shall be governed by the laws of the United States of America, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use or otherwise, between Us and You, shall be commenced and referred to arbitration before a single arbitrator within Florida in the United States of America, costs to be borne by each party unless the arbitrator makes an order for costs. By reading the Terms and Conditions, You acknowledge that the award of the arbitrator is final and binding.

 

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding any decision made pursuant to arbitration to have a dispute referred, You agree by reading these Terms of Use to waive any right to a jury trial.

This section shall not limit Our right to seek injunctive relief against any User in any court of competent jurisdiction.

 

10.5 Severability

If any term or condition in these Terms of Use is found to be unenforceable, that term or condition shall be considered separate and severable from these Terms of Use and the remaining terms and conditions shall remain in force and effect without modification except where necessary.

 

10.6 No Waiver of Terms

Company’s failure or delay to exercise or enforce any provision in these Terms is not a waiver of that provision.

 

10.7 Assignment of Terms

Company may assign these Terms in part or in their entirety without Your consent. These Terms are personal to You and You may not assign Your rights or obligations under these Terms to any person or entity.

 

10.8 Force Majeure

Company shall not be liable to You for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.

 

10.9 No Joint Venture

The entirety of Our relationship with You and vice versa is set out in these Terms and is subject to modification only by written agreement between Us and You. For further clarity, absolutely no employment, partnership, joint venture, representative, or agency relationship exists between Us and You as a result of these Terms of Use or for any other reason.

 

10.10 Contacting Company

Any requests in connection with these Terms of Use may be made via email to: [email protected]

 

10.11 Entire Agreement

These Terms, including the Privacy Policy, are the entire agreement between You and Company with regards to Your use of this Site and its products and services and supersede all prior or contemporaneous agreements between You and Company relating thereto.

 

Sincerely,

Light Vital, LLC

6214 Flagler St.

Hollywood, FL

33023

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