Terms and Conditions

 

SUBJECT:

This Agreement is a legal document that regulates relations arising between Promotoyz LLC, (hereinafter also referred to as “Promotoyz”, “we”, “us”, “our”) and You, as a User or a Visitor of the Website (hereinafter also referred to as “You” “Your” “Yours”, with regard to Your using the services provided on the Website.

 ACCEPTANCE:

For getting access to our Website and its services, You have to agree with the provisions of this Agreement and our Privacy Policy, as well as to go through a “sign in” procedure for establishing Your own User’s account. Depending on the functional capacity available on the Website You may not be able to use certain services provided through our Website until You have signed and entered in Your User’s account.

The conclusion of this Agreement shall be made by way of Your joining the proposed Agreement as a whole. The fact of Your using of the Website is the confirmation of Your acceptance with the provisions of this Agreement and our Privacy Policy and the necessity to keep them. If you don’t accept the provisions of this Agreement and our Privacy Policy, don’t use our Website.

YOUR CONTENT:

Subject to the terms and conditions of this Agreement, by submitting, uploading, posting or otherwise providing or making available Your User Content on or through the Website You hereby grant to Promotoyz the non-exclusive, non-limited, worldwide, perpetual within the legal protection period of intellectual property rights as defined by US laws and international treaties, transferable, no cost, royalty-free, fully sub licensable right and License to:

– use Your Works and other User Content by Publicly Displaying, Streaming, Broadcasting, and otherwise use in any format including but not limited to formats MP3, WAV, FLAC, AAC, OGG, ALAC, MPA for audio Works, and formats MP4, AVI, MKV, MOV for audiovisual Works, within the License Territory through any service including video streaming, audio streaming, including, but not limited to this Website and/or mobile applications, the websites or services of any Third Party, including our Affiliates and Partners; use samples of the Works for the purpose of demonstrating and/or advertising and/or promoting the Works through Website, mobile applications (including Beta version), radio, TV;advertise, and use the name, pseudonym, sobriquet, biography, photographs, artworks, including but not limited to albums, EPs, LPs, singles, albums, compilations, or other likeness, in connection with any exercise of granted to us rights;use, comment, evaluate, repost, advertise Your Works, showcase, display any Your User Content in any manner, and in any and all marketing channels, venues, forms, media, or technology, whether now known or hereafter developed, alone or as part of other works, without further notice or any compensation to You by us;use Your Works for marketing and other promotional purposes;sub-license, sub-contract, assign or otherwise transfer the rights provided by You under this License, whether in whole or in part to other Users of our Website, our Affiliates and Partners, as well as to the users of our Affiliate’s and Partner’s websites and mobile applications without further notice or any compensation to You by us.

The License Territory is the territory of the Universe.

Promotoyz makes no representation, warranty or undertaking regarding the availability of Your Works to other Users and visitors of this Website. We are under no obligation to post the uploaded Works or any other Your content.

WARRANTIES WITH RESPECT TO YOUR WORKS UPLOADED OR OTHERWISE SUBMITTED ON OUR WEBSITE:

In order to post Your Works on our Website, or receive promotion, You shall provide us with the following warranties.

You represent and warrant that:

  • You are a person of legal age;
  • You own or control all necessary rights (including but not limited to copyright and related rights) in order to grant the rights, licenses and permissions, specified in this Agreement and that the exercise of such rights, licenses and permissions by Promotoyz and Sub-licensees shall not violate or infringe the rights of any Third party;
  • You have obtained express permission from everyone who took, or is appearing in, your Works or other content;
  • Promotoyz will not need to pay any payments, including royalties, to any Third party with respect to Your Works;
  • Your Works does not infringe any third party’s rights, including intellectual property rights and privacy rights;
  • You have the legal authority to grant the License, and that no other Person is required to give its consent for the License to be valid. If you are a mediator or a representative of a right holder, You confirm that you have all rights to act on his behalf with respect to concluding this Agreement. In this case, all references to “User”, “You” and/or “Your” means both You and the Persons, which You represent. If You don’t have such authority and/or You don’t agree with the provisions of this Agreement, don’t conclude this Agreement and don’t use and/or visit this Website;
  • that in case of any claims / disputes by Third parties regarding the granted under the License rights, as well as provided warranties and permissions, You undertake to resolve them by Yourself and/or to compensate us all losses incurred in connection with such claims/disputes;
  • You shall maintain the power of the worldwide License;
  • for each Work You own, control, administer and/or represent all copyrights and related rights in the Works and other content that post on the Website and that no samples, covers, quotes, or any part of another’s copyright and/or related rights are used without written permission from all necessary rights holders for any use, including fulfilling all granted under the License rights;
  • You are not bound by any contract or other document that prevents You from entering into this Agreement;
  • You acknowledge that You will not be compensated in any way by us for our use of Your Works;
  • You shall notify us in writing in case You no longer own, control and/or represent all rights (including but not limited to copyright and related rights) in Works and/or You intend to enter into conflicting contract during any agreement with Promotoyz;
  • You are fully responsible for any Your User Content that you submit, upload, post or otherwise provide or make available on or through the Website;
  • You shall not permit or authorize any other Person to infringe our intellectual property rights, as well as intellectual property rights of our Affiliates, Partners and any Third Party;
  • You shall not upload, transmit, or otherwise make available Work that contains any virus, trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, spyware, or malware;
  • You warrant that You don’t act under a false identity and have not provided incorrect data;
  • You shall defend, indemnify and hold harmless promotoyz, our managers, directors, employees, Partners, Affiliates, Sub-licensees from and against any and all liability, claim, expenses, loss, damages whatsoever (including reasonable legal costs and attorney’s fee) which may be incurred as the result of:

(a) a Third Party claim in relation to any actual or alleged breach by You of any representation, warranty, undertaking, condition or Your undertaking set forth in this Agreement;

(b) Your breach of this Agreement.

You are entirely responsible for any content You provide to or for our Website.

If we receive a copyright infringement notice that any of Your Work infringes the related rights, copyright or other intellectual property rights, we will send You a written notice with requirement to provide us with the justifications of Your rights to such Works. Your failure to provide us with the corresponding justifications within the specified notice period, will result in deleting such Work from our Website and or promotions.

 USER CONTENT

Subject to the terms and conditions of this Agreement, You are granted by the sublicense to promote, repost, comment, evaluate the User Content posted on this Website.

This sublicense is:

  1. non-exclusive (this means that Promotoyz can grant the same and similar sublicenses to other Users and Promoters as well);
  2. revocable (this means that Promotoyz can terminate this sublicense);
  3. promotional (this means that You may not use the User Content for any commercial purpose and for any non-promotional use);
  4. non-transferable (this means that You may not transfer or sub-licence any of the rights that are granted to You under this Article of our Agreement to any other person);
  5. limited (this means that You can only use the User content for the purposes we set out in this Article of our Agreement); and
  6. conditional on Your compliance with this Agreement.

This sublicense does not represent a transfer of title in any User Content.

If You contravene the sublicense conditions, we reserve the right to terminate the sublicense, and permanently block Your access to our Website, as well as to take any other steps which we consider appropriate.

User content is provided “as is” and Your use of the User Content is at Your own risk. It may contain significant or insignificant program errors, bugs, worms and viruses, which may cause an operational interruption to Your computer system or mobile device. We provide no warranties, representations or guarantees, whether express or implied, with respect to any User Content.

 RULES OF CONDUCT:

By using our Website You have to keep the rules of conduct. By using our Website, You agree NOT to:

  • convey any racist, violent, xenophobic, malicious, rude, obscene or unlawful User Content;
  • disseminate any User Content that may be harmful, defamatory, unauthorized, malicious or infringing on privacy or publicity rights, inciting violence, racial or ethnic hatred or qualify as gross indecency or incitement to commit certain crimes or offences;
  • use our Website for political, propaganda or proselytizing purposes;
  • publish any Works advertising or promoting services competing with the services provided through our Website;
  • disseminate any information that may directly or indirectly allow the identification of an individual without his prior and express consent;
  • intimidate or harass others Users and Website visitors;
  • conduct illegal activities, including that may infringe anyone’s rights in and to any software, trademarks, photographs, images, texts, videos, etc.;
  • use our Website in any manner which could disable, overburden, damage, or impair the Website, our servers or computer network, or interfere with any other User’s or visitor’s use and enjoyment of the Website;
  • violate the security of our Website, or obtain or attempt to gain unauthorized access to the Website, its content, computer systems or networks connected to any server associated with the Website or its content;
  • use, upload, post, publish, transmit, distribute, reproduce, or in any way exploit any part of our Website or any its content for any non-personal and/or commercial purposes;
  • use our Website in any way that may lead to the encouragement, procurement, or carrying out of any criminal activity;
  • use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Website.

LINKING:

From time to time, links may be established from our Website to one or more external websites or resources operated by Third Parties. These links are provided for Your convenience only. In addition, certain Third Party websites also may provide links to our Website. None of such links should be deemed to imply that Promotoyz endorses the Third Party websites or any content therein. We expressly state that we have no influence whatsoever over the content of any linked website, as well as do not control and are not responsible for any Third Party websites or any content, advertising, products, or other materials on or available through such Third Party websites. Access to any Third Party website is at Your own risk. Responsibility for information and services of linked websites rests entirely with the relevant Third Parties.

 INTELLECTUAL PROPERTY:

All intellectual property rights in the content available on our Website belong to Promotoyz or our licensors. The entire contents of this Website are protected by copyright and related rights. All trademarks, service marks, trade names and logos found on our Website are trademarks or registered trademarks of Promotoyz, our licensors, our affiliates, or independent Third Parties whose services we use. Such trademarks, service marks, trade names, logos and copyright remain the property of their respective owners. Nothing contained on this Website should be construed as granting any license or right to use any trademarks, service marks, trade names and logos posted on this Website without obtaining the prior written consent from their respective owners.

Promotoyz reserves all of its intellectual property rights in the services, provided by Promotoyz through the Website. Using such services does not provide You with any ownership in our services or the content or information made available through such our services.

AVAILABILITY, ACCURACY AND CURRENCY OF INFORMATION:

Our Website is provided on an “as is” basis. At times, our Website may not be available or may be affected by faults or maintenance work, or by circumstances outside our control. No warranty is given about the quality, functionality, availability or performance of our Website or any content posted on the Website. We reserve the right to change, suspend or withdraw content from our Website, to suspend Your access to our Website, or to discontinue this Website or Website feature at any time without notice. Promotoyz assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, Your computer, mobile device or other property with respect to Your access to, use of, or browsing in our Website.

Although Promotoyz has taken all reasonable care to ensure that the information posted on this Website is accurate at the time of publication, Promotoyz provides no assurance or guarantee, expressed or implied (including third-party liability), with regard to its accuracy, reliability or completeness.

LIMITATION OF LIABILITY:

YOU ASSUME ALL RESPONSIBILITY AND RISK ASSOCIATED WITH YOUR USE OF OUR WEBSITE AND SERVICES PROVIDED THROUGH OUR WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL PROMOTOYZ, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, LICENSORS, SUB-LICENSEES, SUCCESSORS, AGENTS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PROMOTOYZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF ANY OF OUR SERVICES OR PROMOTIONS OR YOUR MISUSE OF THE WEBSITE; FROM YOUR INABILITY TO USE THE WEBSITE; OR FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY USER CONTENT, THIRD PARTY SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY THIRD PARTY INFORMATION, ADVICE, OR ADVERTISEMENT RECEIVED THROUGH THE WEBSITE OR THROUGH ANY LINKS ON THE WEBSITE.

 TERMINATION:

Promotoyz may block, restrict, disable, suspend or terminate Your access to all or part of the Website and/or User Content at any time, without prior notice or liability to You, if:

  1. The termination of the activity of our Website occurs;
  2. The temporary suspension of the activity of our Website occurs;
  3. You have breached the provisions of this Agreement;
  4. Promotoyz receives a corresponding court order or legal notice requiring us to restrict Your access to our Website.

Upon any termination of this Agreement, You shall immediately cease all access to and use of the Website.

With respect to the termination of the License, You have a right to terminate the License provided under Article 4 of this Agreement prior to any specified date if:

  • You no longer own, control and/or represent all rights (including but not limited to copyright and related rights) in Works. In this case, if your agreement requires, You have to immediately give us written notice. Notice can be sent to via email at wcm@promotoyz.com. In case of receiving such notice from You concerning termination of License, We shall have 60 (sixty) calendar days to remove the Works from our Website, distribution and or other services;
  • You intend to enter into conflicting contract. In this case You have to give us a written notice to the email address: wcm@promotoyz.com, we shall have 60 (sixty) calendar days prior the date of entering into such conflicting contract to remove your the works from our Website, distribution and or other services..

You agree that after termination this Agreement, Your undertaking to defend, indemnify and hold harmless Promotoyz, or any of our directors, officers, employees, affiliates, Partners, licensors, Sub-licensees, successors, agents or suppliers from and against any and all liability, claim, expenses, loss, damages whatsoever (including reasonable legal costs and attorney’s fee) which may be incurred as the result of:

  1. a Third party claim in relation to any of Your actual or alleged breach of any contract, agreement, representation, warranty, undertaking, condition or obligation as set forth in this Agreement, or/and
  2. any breach or alleged breach by You of any kind while in this agreement with Promotoyz. All Agreements or applicable laws shall remain in force for 5 (five) years following the date of the termination this Agreement.

The Articles 5,7,8,9,10,11,12, 20,21 of this Agreement shall survive any termination of this Agreement.

FORCE MAJEURE:

We will not be responsible for any inability to meet our obligations specified in this Agreement in the case of a Force Majeure Event. Our obligations under this Agreement will be deemed suspended for the period of time that the Force Majeure Event continues, and we will, when time allows, set a reasonable and realistic time of extension for returning to a standard measure of operation. We will use all reasonable endeavors to find a solution by which the obligations under this Agreement may be performed despite the Force Majeure Event.

 PRIVACY:

We collect and process the Personal and other data of our Website Users and Visitors in accordance with our Privacy Policy. If You don’t accept the provisions of our Privacy Policy don’t visit and use our Website

 SEVERABILITY:

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced, such provision shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.

OTHER TERMS AND CONDITIONS:

Our Website may contain or offer promotions, beta tests, new features, services and/or promotions, which may be subject to a separate or additional set of rules. It is Your responsibility to read such rules to familiarize Yourself with their provisions, as well as to understand whether or not Your participation or entry will be valid or restricted.

 NOTICES:

Any notice, request, demand or other communication with us concerning the provisions of this Agreement can be sent to : wcm@promotoyz.com.

 MISCELLANEOUS:

Nothing contained in this Agreement shall be meant to establish a partnership, joint venture or employee relations between promotoyz and the User of this Website or it’s services..

This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in our products or trade secrets to the User, Visitor or clients of our Website.

 AMENDMENTS:

We reserve a right to update the text of this Agreement by making alterations of its provisions and/or amending them by new provisions and or deleting the existing provisions, and/or changing them in any other way at any time. Any amendment to this Agreement will be valid from the moment of the posted new version of this Agreement. We shall specify at the end of the document the date of its new adopting version. Contracting bargains from Your side, particularly in a form of proceeding uploading and/or downloading the Works, purchasing services, any other “normal” interaction, lack of notice about disagreement with the updated version of this Agreement during 30 (thirty) calendar days from its updating, shall be regarded as Your agreed acceptance with the new version of this Agreement.

 APPLICABLE LAWS:

This Agreement is governed by and construed in accordance with the laws of the United States.

This Website is operated from the United States. Your access to this Website is governed by all applicable US laws.

ARBITRATION:

Any and all disputes that may arise in connection with the provisions of this Agreement are subject to this Agreement, as well as all disputes relating in any way to the Website and our services, any dealings with us, any representations made by us, and/or Your use of our websites shall be settled under the exclusive jurisdiction of the courts of the United States.

Promotoyz

Date: April 20, 2019

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