SOUNDT STUDIOS LLC
1. APPLICATION AND SCOPE
1.3 NOTICE!!!! ALL PURCHASES ARE SUBJECT TO YOUR CONSENT TO ANY APPLICABLE LICENSE AGREEMENT OR USAGE TERMS, INCLUDED IN, OR PRESENTED IN CONNECTION WITH YOUR MUSIC VIDEO PHOTO AUDIOBOOK ART WORK PURCHASE. If you do not agree to the license or usage terms once you see them, do not accept them and contact customer service. THE ARTIST OR ARTIST REPRESENTATIVE PROVIDES ALL MUSIC AVAILABLE THROUGH Miamibestnews.com. WHILE Miamibestnews.com OBTAINS CERTIFICATIONS FROM THE ARTIST AND/OR ARTISTS REPRESENTATIVE THAT THEY OWN OR HAVE RIGHTS TO ALL MATERIAL SUBMITTED Miamibestnews.com IS NOT LIABLE IF YOUR PURCHASE INFRINGES ON THIRD PARTY RIGHTS.
1.4 Make sure your review these terms every time you make a purchase, even if you have reviewed them before. Miamibestnews.com may change these terms from time to time. You are bound by the terms in effect on the date you complete each order.
1.5 ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE.
2. ORDER PLACEMENT AND ACCEPTANCE; ONLINE CONTRACTING
2.1 Artists provide descriptions of their Music available for purchase through the Miamibestnews.com. We do not warrant that the prices, quotations, and descriptions made or referred to on the Miamibestnews.com or any related websites are accurate, complete, reliable, current, or error- free. The prices, quotations and descriptions made on the Miamibestnews.com are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express Acceptance of your order (as described below).
2.3 When you click or activate the button or hyperlink to submit your order you agree and acknowledge you are placing a legally binding offer. You consent to: (i) the use of electronic communications in order to enter into contracts and place orders with us; and (ii) the electronic delivery of notices, policies and records of transactions initiated or completed by you online. You have the right to withdraw your consent to electronic contracting and to electronic delivery, but if you do, we may cancel your order and/or your access to Miamibestnews.com. If you do not consent to receive any notices electronically, you must stop using Miamibestnews.com
2.4 We have not accepted you order until (a) we have provided you with [the download link?], and (b) received your full payment of the purchase price is confirmed via your provided credit card or other payment method ("Acceptance"). We may cancel your order at any time and for any lawful reason prior to Acceptance. Prior to Acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
2.5 We may keep records of orders received, acknowledgements, acceptances and other contract records after Acceptance for a period not to exceed the maximum period permitted by law. We may be able to provide you with copies on written request; however you must make sure you print a copy of all such documents and these Terms for your own records.
2.6 If we have cause to believe that you are unable to pay any amount or breach any of these Terms, we believe you have engaged in fraud or criminal activity in connection with your use of Miamibestnews.com, or we are unable to process payment to the payment method you provided with your offer, then, without prejudice to any of our other rights, we may do any or all of the following: (a) stop you from downloading any Products; (b) suspend further downloads of Product if on an ongoing basis; and/or (c) cancel any and all other contracts between us and you.
3. PRICING AND PAYMENT TERMS
3.1 Prices are in effect as of the time of Acceptance, unless otherwise expressly agreed. Prices may be indicated on Miamibestnews.com or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance through the charge placed through your selected payment method. You select the payment method during your order placement process. We charge credit or debit cards at the completion of the sale. We reserve the right to verify and/or authorize credit or debit card payments prior to Acceptance.
3.2 Should you choose to use the services of a third party billing or payment service and provide that service with your bank account and credit or debit card information you are doing so under the third party’s terms and conditions. You agree to hold Miamibestnews.com harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider.
4.1 We will deliver Products by electronic transmission or via download.
4.2 It is your responsibility to make a copy and backup of your downloads. Save as otherwise provided in these Terms, you assume risk of loss of or damage to the Music delivered digitally, upon the provision to you of the Music download link.
5. REJECTION, DAMAGE OR LOSS; PRODUCT WARRANTY
Except as set out above or under any applicable returns policy applicable to your Music purchase (“Returns Policy”) and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms: we shall not be liable and you shall not be entitled to reject Music.
6. WAIVER AND LIMITATION OF LIABILITY; RISK ALLOCATION
6.1 YOU UNDERSTAND AND AGREE THAT WE ARE NOT THE ARTIST OR PRODUCER OF THE PRODUCTS WE OFFER FOR SALE THROUGH THE Miamibestnews.com, AND ARE NOT THE OPERATOR OF THIRD PARTY SERVICES FOR WHICH WE OFFER SERVICE USE RIGHTS FOR SALE THROUGH Miamibestnews.com. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MUSIC AND THAT YOU PURCHASE FROM US IS PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO MUSIC VIDIO PHOTOS ART WORK, AUDIOBOOK ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THE PRODUCT.
6.2 ARTIST PRICE MUSIC AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE MUSIC WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER WE NOR OUR ARTISTS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSINESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY MUSIC, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE WERE AWARE OR ADVSED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.
6.4 You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Music you purchased in connection with Miamibestnews.com
6.5 To the fullest extent permitted by law and except where expressly set out in any License Terms or elsewhere, we shall have no liability to you in the event of the Music infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trademark or other rights of any third party, you should refer to the relevant terms of the Artist and/or licensor/owner. We shall be obliged to transfer to you only such right or title as we have.
7.1 Any notice or other communications in relation to these Terms may be given by sending the same by hand delivery, pre-paid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your Music purchase; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of consumer orders, such notices or communications (where properly addressed) shall be considered received:
7.1.1 if by hand delivery - on the date of delivery at the relevant address (or, if this is not a business date, the first business date thereafter);
7.1.2 if posted - 5 business days after the date of posting;
7.1.3 if by fax - on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a business date, the first business date thereafter).
7.1.4 If by email - on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission.
8. AGREEMENT TO ARBITRATE
8.1 We will make every reasonable effort to resolve any disagreements that you have with us. In the event that we cannot resolve a disagreement to your satisfaction (or if we cannot informally resolve a concern we may have with you after attempting to do so informally), then you and we agree that except as expressly provided in Section 8.2 below, any claim, dispute, or controversy you may have against us arising out of, relating to, or connected in any way with these Terms, or your purchase or attempt to purchase any Music through Miamibestnews.com shall be resolved exclusively by American Arbitration Association (“AAA”) administered final and binding arbitration conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this agreement to arbitrate in this Section 8 (“Rules and Procedures”). The AAA's rules, and a form for initiating arbitration proceedings, are available on the AAA's site at adr.org. The language of any dispute resolution procedure or any proceedings will be English.
8.2 This Section 8 applies to all consumers to the fullest extent allowable by law. The disputes governed by these procedures in this Section 8 include without limitation (a) claims arising out of or relating to any aspect of the relationship between you and us; (b) claims that arose out of your use of Miamibestnews.com; and (c) claims currently the subject of a purported class action litigation in which you are not a member of a certified class. However, the dispute resolution procedure specifically does not apply to (i) a claim relating to the enforcement or validity of your or our intellectual property rights; (ii) a claim relating to an allegation of theft, piracy, or unauthorized use; or (iii) claims for which class action litigation can be brought.
8.3 If the value of the relief sought is $10,000 or less, either you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us (subject to the arbitrator's discretion to require an in-person hearing based on the circumstances). Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. Any in- person arbitration shall be held at a location determined by the AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us.
8.5 With the exception of Section 8.2 above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by the AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, Section 8.2 above is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor we shall be entitled to arbitrate their dispute.
9. GOVERNING LAW AND VENUE
Any dispute arising out of or related to these Terms shall be governed by the internal laws of the State of FLORIDA, without regard to or application of its choice of law rules or conflicts-of-laws principles, except that the Arbitration provision of these Terms shall be governed by the Federal Arbitration Act. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in FLORIDA, and both you and us agree to submit to the personal jurisdiction of the courts located within FLORIDA for the purpose of litigating all such claims or disputes.
These Terms sets forth the entire understanding between you and us with respect to your use of Miamibestnews.com and your purchase of Miamibestnews.com, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. No amendment to these Terms will be valid unless made in writing and signed by you and us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. Miamibestnews.com may engage the services of subcontractors or agents to assist Miamibestnews.com in the performance of its obligations related to these Terms. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect. Neither you nor us shall be in breach of these Terms in the event that party is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.