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Terms Of Service (Content Upload)
Welcome to www.2crank.com ("Website"). This Website is owned and/or operated by Rank Production ("We", "us" "our") and the terms of service ("TOS") as appearing hereunder shall govern your use and access of this Website, its contents and/or its services. By using and/or accessing this Website, its contents and/or services, you voluntarily and irrevocably accept and agree to be bound by the TOS.
Section 1: Definition & Interpretation
Section 1.1 Save and except where the context expressly states otherwise or the construction and/or meaning thereof results in absurdity or uncertainty, the following terms and expressions shall have the following meanings and definitions:-
- "Artwork" shall mean album cover artwork and any other artwork relating to your Content that has been authorized to use by you in accordance with Section 2 below. Any artwork that is provided by you or on your behalf to us will be deemed to have been authorized by your uploading of your Content on 2Crank or as described in the prior sentence;
- "Content" means sound recordings created, owned or controlled by you that is uploaded and/or provided by or on behalf of you to us, and in which we have legally acquired the necessary rights to authorize electronic sales and sound recording performances by you pursuant to the terms of this TOS, including but not limited to sound recordings in the form of (i) single-track sound recordings/clips, and (ii) multi-track albums/clips.
- "Content Price" shall mean the amount payable by us to you as royalty in the form, amount and manner as published on our Website for each of the Digital Content File sold by us through this Website;
- "Digital Content File" shall mean each digital file containing a single-track sound recording or multi-track album of your Content, applicable Artwork (if any), parental advisory notices (if any), copyright notices (if any), videos (if any, provided by you and used by us at our discretion), and associated metadata, e.g., core track data and editorial content data (if any);
- "Fulfillment Activities" shall mean the sales and marketing activities relating to the sale and delivery of your Content as set forth in the provisions of Section 3 of this TOS;
- "Security Solution" shall mean our proprietary content protection system used to protect your Content sold on this Website pursuant to this TOS and which may be modified by us from time to time.
- "Metadata" shall mean data about other data, of any sort in any media;
- "Term" shall mean the period of three (3) years commencing from the date of the publication of your then latest Content as authorized user of this Website;
- "Territory" shall mean the all countries in the world;
- "Website" shall mean this electronic music portal store known for the time being as www.2crank.com and shall include its storefronts branded, owned, operated and/or controlled by us;
- "Upload Price" shall have the meaning as set forth in Section 5 below and shall include include any and all revisions and/or amendments thereto.
Section 1.2 In this TOS, unless otherwise expressly stated to the contrary:- (a) all headings, sub-headings and table of contents in this TOS are inserted for guidance and convenience only and shall be ignored in the interpretation and/or enforcement of this TOS; (b) any reference to the word "writing" or cognate expressions includes any communication effected by telex, e-mail, short message service, facsimile transmission and/or other comparable means; (c) any annexure, enclosures, appendix, exhibits and/or schedule attached or referred hereto shall be taken, read and construed as essential part of this TOS; (d) words importing the masculine gender shall include the feminine and neuter gender and vice versa and words importing the singular number shall include the plural number and vice versa; (e) words applicable to natural person shall include any body of person, company, corporation, firm or partnership incorporated or unincorporated or vice versa.
Section 2: Scope & Authorization
Section 2.1 You hereby agree to appoint and authorize us to act as your reseller of the Content. Accordingly, you hereby grant a non-exclusive right to us during the Term (or any extensions thereof), to inter alia:-
- perform and make thirty (30) second clips of your Content available by streaming ("Clips") to promote the sale of the Content on this Website, which Clips, if not provided by you, may be created by us by using the any thirty (30) seconds of your Content;
- promote, sell, distribute, and electronically fulfill and deliver your Content and associated metadata to purchasers via 2Crank;
- display and electronically fulfill and deliver Artwork for personal use solely in conjunction with the applicable purchased Content; and
- use the Content, Artwork and metadata as may be reasonably necessary or desirable for us to exercise our rights under the terms of this TOS.
Section 2.2 We will endeavor not to exploit the Content or Artwork in any manner or form not expressly authorized herein however, nothing in this TOS shall be construed to prevent us from marketing or selling the Content or Artwork by online sales (any other means shall be subject to your agreement). Nothing herein shall obligate us to actually exercise our rights under this TOS.
Section 2.3 Except for a special circumstance, such as an exclusive, limited-time, one-off promotion for a particular sound recording or for a reason beyond our control, you shall make all of the Content available to us hereunder for sale on the this Website in both a so-called "single" format and in a multi-track "album" format. We may sell the Content on this Website in the format that we believe most favorably furthers the commercial purpose of this TOS and otherwise in accordance with our then-current business practices.
Section 2.4 Save and except as provided for under this TOS or any amendments thereto, we will not edit, change or alter any of the Content or Artwork without your prior written consent (which shall not to be unreasonably withheld, delayed or conditioned), provided that we may modify Metadata as reasonably necessary to correct errors or to append sub-genres or like information for artist and track categories
Section 3: Fulfillment Activities
Section 3.1 We shall use commercially reasonable efforts to promptly obtain the necessary approvals or permissions from those having the appropriate jurisdiction over the matter in the Territory for all sound recordings under our control, and related artwork, in order to enable sales of your Content by us hereunder.
Section 3.2 We shall use commercially reasonable efforts to electronically deliver properly encoded Digital Content Files to end users.
Section 3.3 We, or a third party designated by us in writing, shall commence delivery of Digital Content Files as soon as reasonably possible your upload of the Content.
Section 4: Royalties
Section 4.1 For each sale of your Content through this Website by us, we will pay to you the amount as published and set forth in the Content Price page of this Website, which shall be subject to amendments at our discretion from time to time, as royalty ("Content Proceeds") and for avoidance of doubt, the "sale" of each Content shall only deemed to have occurred when your Content is successfully delivered by us to an end user and we will only pay to you the said royalty as soon in the manner and form as set forth in Section 4.3 below. Royalties due to you shall be at the then published Content Price at the time of successful delivery.
Section 4.2 All royalties shall be subject to service charges and taxes.
Section 4.3 We will compute the Content Proceeds payable to you on or before the expiry of every quarter of each calendar year (January, March, June, September) and will send to you the Content Proceeds Statement accompanied with the appropriate Contents Proceed in accordance with our standard business practices.
Section 5: Upload Price
Section 5.1 You shall pay us the amount as set forth in Upload Price page of this Website for the all your Content uploaded by you to this Website. The Upload Price paid hereunder is to allow you to place your Content on this Website and we reserve the right to revise, amend and/or determine the Upload Price at any time and from time to time.
Section 6: Our Obligations
Section 6.1 We shall be responsible for all costs associated with our Fulfillment Activities as set forth in Clause 3 above.
Section 6.2 If there is a change of circumstance during the Term (or extended Term as the case may be) as a result of which you reasonably believe that you do not have, or no longer have, the rights necessary to authorize us to use any the Content or Artwork as provided for herein, or we reasonably believe that the continued sale of any of your Content or Artwork may expose us to losses, damages or liability or harms our reputation or image or violates the terms of this TOS or any of our agreement then we shall have the right to withdraw or remove the Content without any reference to you.
Section 7: Parental Advisory
Section 7.1 If you provide a parental advisory warning about a particular sound recording in the Digital Content File, we shall conspicuously display such parental advisory when other information about such recording is displayed.
Section 8: Names & Likenesses; Promotional Use & Opportunities
Section 8.1 We may use the names and likenesses of, and biographical material concerning, any Content artists, bands, producers and/or songwriters, as well as track and/or album name, and Artwork, in any of our marketing materials for the sale, promotion and advertising of the applicable Content which is offered for sale on this Website under the terms of this TOS (e.g., an artist or band name and likeness may be used in an informational fashion, such as textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the authorized exploitation of applicable Content).
Section 8.2 We shall have the unrestricted right to market, promote and advertise your Content in any manner we deem fit.
Section 9: Copyright Notices & Ownership
Section 9.1 You may provide a copyright notice (which shall be not more than 21 characters in length) for applicable Content and associated Artwork in the Digital Content File, in which case we shall include such copyright notice in a manner that can be viewed prior to purchase of such Content. We shall not knowingly defeat, impair or alter any watermark in your Content, including any related Artwork or materials delivered by you hereunder.
Section 9.2 All rights, title and interest in and to (i) your Content, excluding the Security Solution, (ii) the Clips, (iii) all copyrights and equivalent rights embodied therein, and (iv) all materials furnished by you, except as to any of our rights (whether pre-existing or under this TOS), shall remain your property at all times.
Section 9.3 The contents of this Website, including all software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectible elements of the Website, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of us or our subsidiary, affiliate, licensor, supplier, operational service provider, advertiser, promotional partner, or sponsor and are legally protected under Malaysian law and also without limitation, under applicable foreign laws, regulations and treaties and you shall not do or cause to be done anything that may in any way violate or infringe the above.
Section 10: Data Protection
Section 10.1 We shall use the Security Solution, which shall be no less protective of your Content than any other security solution provided by us for any other sound recordings on 2Crank. If the Security Solution is compromised such that the Content have been unencrypted and are being widely used without restriction, having an adverse material effect on the commercial intent of this TOS, then the agreed liquidated damages shall not under any circumstances exceed Ringgit Malaysia Fifty (RM50) only. The foregoing shall constitute our sole obligation and your sole remedy from us in the event of such a security breach.
Section 10.2 All contents in our control or possession shall reside solely on a network server, workstation or equivalent device owned or controlled by us or our contractors, located in Malaysia and/or such other area deemed fit by us, and shall be secured with restricted access.
Section 11: Record Keeping
Section 11.1 We shall maintain and keep books and records concerning the amounts payable to you arising from transactions relating to our sale of your Content on this Website.
Section 12: Termination & Effect of Termination
Section 12.1 Either of us shall have the right to terminate our relationship herein prior to the expiration of the of the same if and when one of us (i) becomes insolvent, (ii) files a petition in bankruptcy, (iii) makes an assignment for the benefit of creditors, or (iv) breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of notice of such breach, or if not able to be so cured, then resolved to the other party’s satisfaction.
Section 12.2 The expiration or earlier termination our agreement herein shall not relieve you or us of our respective obligations to make any payments with respect to the sale of your Content in the periods prior to such expiration or termination (and the associated accounting) in accordance with this TOS.
Section 12.3 Upon the expiration or earlier termination of this TOS, all your Content, Clips, and Artwork in our possession or control shall be promptly deleted or destroyed, excluding any archival copies maintained in accordance with our standard business practices or required to be maintained by applicable law, rule or regulation.
Section 13: Representation & Warranties
Our Representations & Warranties
Section 13.1 We warrant and represent that the matters referred to in this TOS true and correct.
Section 13.2 We warrant and represent that any and all representations and warranties made on our part prior or leading to the execution of this TOS is and shall remain true and correct.
Section 13.3 We warrant and represent that we have full authority to enter into this TOS, and to fully perform its obligations hereunder.
Section 13.4 We warrants and represents that we shall not act in any manner which conflicts or interferes with any of our existing commitment or obligation and that no agreement previously entered into by us (if any) will interfere with our performance of the obligations under this TOS.
Section 13.5 We warrant and represent that we shall perform its duties and obligations as set forth in this TOS in compliance with any applicable laws, rules and regulations of any governmental authority.
Your Representations & Warranties
Section 13.6 You warrant and represent that the matters referred to in this TOS are true and correct in every particular and form.
Section 13.7 You warrant and represent that any and all representations and warranties made on your part prior or leading to your agreement of the terms hereunder and the shall remain true and correct.
Section 13.8 You warrant and represent that you have full authority to enter into this TOS and to fully perform your obligations hereunder, including but not limited to the fact that you are the owner and creator of the Content.
Section 13.9 You warrant and represent that you legally own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by you hereto shall not violate or infringe the rights of any third party.
Section 13.10 You warrant and represent that you shall not act in any manner which conflicts or interferes with any of our existing commitment or obligation and that no agreement previously entered into by you (if any) will interfere with the performance of your obligations under this TOS.
Section 13.11 You warrant and represent that you shall perform its duties and obligations as set forth in this TOS in compliance with any applicable laws, rules and regulations of any governmental authority.
Section 13.12 You warrant and represent that no other person, firm or corporation other than yourself have any right, title or interest in or to the Content.
Section 13.13 You represent and warrant that there are no liens, encumbrances and/or obligations upon or in connection with the Content not specifically set forth herein which would in part or in whole:-
- Limit, restrict and/or prevent the Content from being used by us for the purposes and in the manner contemplated by this TOS; or
- derogate from the rights granted to us hereunder.
Section 13.14 The Parties agree that their representations and warranties as stated in this TOS are true as of the date of this TOS and shall remain true for as long as this TOS is enforceable.
Section 13.15 You agree to not use this Website to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through 2Crank;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of this Website are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
- interfere with or disrupt this Website or servers or networks connected to this Website;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- "stalk" or otherwise harass another; and/or
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
Section 14: General Provisions
Section 14.1 Except pursuant to an express indemnity obligation, in no event shall either us shall be liable to the other for indirect, incidental, consequential or special damages including loss of profits revenue, data, or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. Our liability for damages hereunder shall in no event exceed the aggregate of all Upload Price paid by you under this TOS.
Section 14.2 No warranty or term, express or implied, statutory or otherwise as to the condition, quality, durability, performance, merchantability or fitness for a particular purpose of this Website, the Security Solution or any elements of the foregoing is given to or should be assumed by you and any such warranties and terms are hereby excluded.
Section 14.3 Any notice or other communication to be given under this TOS shall be in writing and shall be deemed to have been duly given if left at or sent by registered post, telex, electronic mail, short message service, facsimile or other comparable electronic media to a Party at the address or relevant telecommunications number for such Party or such other address as set forth below or as the Party may from time to time designate by written notice to the other and any such notice or other communication shall be deemed to have been served:-
- if personally delivered, at the time of delivery;
- if posted, at the expiry of three (5) working days following the dispatch;
- if sent by telex, electronic mail, short message service or facsimile message, at the time of transmission.
To you: Pursuant to your details so provided during upload on this Website
To us: Pursuant to our details so provided on this Website
Section 14.4 This TOS together with any supplements, addendum, amendments, schedules, modifications or attachments, comprises the entire agreement between us with respect to the subject matter hereof and shall supersedes all prior and contemporaneous correspondences, agreements and understandings.
Section 14.5 We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this TOS. We will post or display notices of material changes on this Website and we may also e-mail you about these changes. Once we post them on the Website, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes.
Section 14.6 Any knowledge and acquiescence or failure or omission by either of the parties hereto to enforce at any time or for any period any one (1) or more of the terms or conditions of this TOS shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this TOS.
Section 14.7 This TOS shall be governed by the laws of Malaysia and in the event of any dispute arising pursuant hereto the same shall be resolved by any court of competent jurisdiction within Malaysia.
Terms Of Use (Digital Content Download)
Welcome to www.2crank.com ("Website"). This Website is owned and/or operated by Rank Production ("We", "us" "our") and the terms of use ("TOU") as appearing hereunder shall govern your use and access of this Website, its contents and/or its services. By using and/or accessing this Website, its contents and/or services, you voluntarily and irrevocably accept and agree to be bound by the TOU.
Section 1: Definition & Interpretation
Section 1.1 Save and except where the context expressly states otherwise or the construction and/or meaning thereof results in absurdity or uncertainty, the following terms and expressions shall have the following meanings and definitions:-
- "Digital Content File" shall mean each digital file containing a single-track sound recording or multi-track album of the content, applicable artwork (if any), parental advisory notices (if any), copyright notices (if any), videos listed and/or made available on this Website and associated metadata, e.g., core track data and editorial content data (if any);
- "Security Solution" shall mean our proprietary content protection system in effect as of the date of this TOU used to protect the Digital Content sold on this Website which may be modified or revised by us from time to time;
Section 2: The Service
Section 2.1 This Website offers among others, downloads of digitized versions of audio recordings of various individual composers and/or owners, artwork and information relating to such audio recordings, and other content (individually and collectively hereinafter referred to as "Digital Content") for sale and download.
Section 3: Digital Content
Section 3.1 Rights Granted. Upon your payment of our fees for Digital Content, we grant you a non-exclusive, non-transferable right to use the Digital Content for your personal, non-commercial, entertainment use, subject to and in accordance with the TOU. You may copy, store, transfer and burn the Digital Content only “on as is basis” for your personal, non-commercial, entertainment use, subject to and in accordance with the TOU. You may also use store the Digital Content on up to five (5) devices at the same time so long as such devices includes the Security Solution.
Section 3.2 Restrictions. You represent, warrant and agree that you will use the Service only for your personal, non-commercial, entertainment use and not for any redistribution of the Digital Content or other use restricted in this Section 3.2. You agree not to infringe the rights of the Digital Content's copyright owners and to comply with all applicable laws in your use of the Digital Content. Except as set forth in Section 3.1 above, you agree that you will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer or use the Digital Content. You are not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for the Digital Content. You acknowledge that the Digital Content embodies the intellectual property of a third party and is protected by law. In the event you wish to record or edit the Digital Content (or any part thereof), you shall first procure the written approval of the appropriate owner or composer of the Digital Content. You hereby agree not to hold us liable or responsible in any shape, manner or form for any damages or losses that you may suffer as a result of hereof and your use of the Service.
Section 3.3 Explicit Content. You agree that we have no liability to you for Digital Content you find to be offensive, indecent or objectionable.
Section 3.4 All Sales Final; Downloading and Risk of Loss; Availability of Digital Content. All sales of Digital Content are final. We do not accept returns of Digital Content. You bear all risk of loss after purchase and for any loss of Digital Content you have downloaded, including any loss due to a computer or hard drive crash. We may, from time to time, remove Digital Content from the Service without notice.
Section 4: Software
Section 4.1 General. We may make available to you, from time to time, software for your use in connection with the Service (any and all such software, individually and collectively, the "Software").
Section 4.2 Use of the Software. You may use the Software only in connection with the Service. You may not separate any individual component of the Software for use other than in connection with the Service, may not incorporate any portion of it into your own programs or compile any portion of it in combination with your own programs, may not transfer it for use with another service, or use it, or any portion of it, over a network and may not sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part. We may discontinue some or all of any Software we provide, and we may terminate your right to use any Software at any time and in such event may modify it to make it inoperable.
Section 4.3 No Reverse Engineering, De-compilation, or Disassembly; Updates. You shall not, and you will not encourage, assist or authorize any other person to, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Software, whether in whole or in part, or create any derivative works from or of the Software. We may offer updates of the Software, from time to time, for feature enhancement, security or other purposes. We will not automatically update the Software, unless you authorize us to do so.
Section 5: Reservation of Rights
Section 5.1 Except for the rights explicitly granted to you in the Terms of Use, all right, title and interest in the Service, the Software and the Digital Content are reserved and retained by us, our Digital Content providers, and our licensors. You do not acquire any ownership rights in the Software or Digital Content as a result of downloading the Software or Digital Content.
Section 6: General
Section 6.1 Limitation of Liability. In the event of any breach on our part pursuant hereto you expressly agree that: (i) in no event shall our or our software licensors' total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) arising out of or related to your use or inability to use the Software exceed the amount of Ringgit Malaysia Fifty (RM50.00) only; and (ii) in no event shall our or our Digital Content providers' total liability to you for all damages arising from your use of the Service, the Digital Content, or information, materials or products included on or otherwise made available to you through the Service (excluding the Software), exceed the amount you paid to purchase, on the Service, the Digital Content related to your claim for damages. These limitations will apply to you even if the remedies fail of their essential purpose.
Section 6.2 Termination; Amendments. Your rights under the TOU will automatically terminate without notice from us if you fail to comply with any of their terms. In case of such termination, you must cease all use of the Software and Digital Content, and we may immediately revoke your access to the Service without notice to you and without refund of any fees. Our failure to insist upon or enforce your strict compliance with the TOU will not constitute a waiver of any of our rights. We may amend any of the TOU at our sole discretion by posting the revised terms on this Website. Your continued use of the Service, the Software or the Digital Content after any such amendment's effective date evidences your agreement to be bound by it.
Section 6.3 Third-Party Beneficiaries. Digital Content copyright owners are intended third-party beneficiaries under the TOU and may enforce the TOU against you and invoke all rights hereunder including limitations of liability.
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