User Agreement & Music License
Effective as of February 25, 2018.
Introduction
Website Terms of Use
Subscription and Fees
Use of the Works
Warranty and Representations
Indemnification
Miscellaneous
Introduction
This agreement is made between Coxnvox Music, LLC d/b/a Missional Score, a Colorado limited liability company, located at 5820 Cliff Rd., Evergreen, CO 80493 (“Company”), and you (“you” or “User”) (“Agreement”).
WHEREAS, Company is a music library in the business of providing original musical compositions and recordings for use in worship services and media produced by worship organizations;
WHEREAS, User is a house of worship or other worship-related organization and wishes to use Company’s music referred to herein and defined below as the Works, in live worship services, worship videos, worship messages, and other worship-related productions (the “Productions”);
WHEREAS, this Agreement shall cover the musical compositions (individually and collectively the “Compositions”) and master recordings embodying said Compositions (individually and collectively the “Masters”) that are made available to registered users with a Paid Subscription (as defined below) for download on Company’s website. The Compositions and Masters together shall be referred to individually and collectively as the “Works”. Use of the Works is governed by this Agreement and the section “Use of the Works”.
THEREFORE, for good and valuable consideration acknowledged by the parties to have been given, Company and User agree as follows:
Website Terms of Use
1. In order to use this website, you must read, understand and agree to the following terms and conditions. Your use of this Site (as defined below) constitutes your agreement to this Agreement.
2. This website known as www.missionalscore.com, the content and services of www.missionalscore.com, together with any other successor sites and excluding any Third Party Services (as defined below) (the “Site”) is operated by Company. For purposes of this Agreement and protection against liability, Company’s affiliates, related companies, officers, shareholders, directors, employees, representatives, and agents shall be known as “Company Affiliates”.
3. This Agreement is between you and Company and your use of the Site is governed by this Agreement regardless of the method used by you to access the Site. Company may make changes to this Agreement at any time and from time to time without notice to you. Your continued use of the Site following changes made to this Agreement constitutes your acceptance of those changes. Company may also, at any time, discontinue, change, and/or modify all or any part of the Site, as well as charge, change, modify, or waive fees on the Site, or offer opportunities to some or all users of the Site.
4. Company makes no representation or warranty that any material, images, or files obtained from or through this Site are free from computer viruses or other faults or defects. It is your responsibility to take customary precautions against computer viruses. Company makes no representations or warranties concerning inaccuracies, typographical errors or other defects which may become part of the material or content available on this Site. You agree to use this Site at your own risk.
5. Your use of this Site is restricted. The transmission of any material or data to this Site which is harmful, contains corrupt computer code, contains a virus, or is otherwise malicious or harmful to Company, or attempts to corrupt or change the material, images, notices, or files of this Site is strictly prohibited. You may not use this Site to send or post any material which is obscene, pornographic, offensive, defamatory, unlawful or otherwise harmful or detrimental to Company or this Site. You may not interfere with or inhibit any other person’s use of the Site. You may not use this Site in connection with any fraudulent or unlawful purpose, nor may you impersonate any person or entity or misrepresent your affiliation with any person or entity in using the Site. You agree that all information you provide to Company is true, accurate, and complete, and you will maintain and regularly update such information. Company reserves the right to disclose or use aspects of the information which you provide, in the normal course of its business, as governed by the Privacy Policy, located at https://missionalscore.com/privacy. Company is not responsible for the information collection, usage, and disclosure practices of third parties or Third Party Services (as defined below). If you choose to make any of your personally identifiable information or other information publicly available on the Site, you do so at your own risk.
6. You may not use Company’s trade names, trademarks, and service marks in connection with any product or service that is not Company’s, or in any manner that is likely to cause confusion. Except as expressly contained herein, nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks, or service marks without express prior written consent of the owner. All trademarks and service marks on the site not owned by Company are the property of their respective owners.
7. The Site may include or be used in connection with certain Third Party Services, which are defined as third party software applications and services or links thereto (hereinafter “Third Party Services”). Company does not control Third Party Services and therefore Company is not responsible or liable for any Third Party Services, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Services or their use. Company has no obligation to monitor Third Party Services, and may remove or restrict access to any Third Party Services (in whole or part) from the Site at any time. The availability of Third Party Services on the Site does not imply Company’s endorsement of, or affiliation with any such Third Party Services or their developers or providers. Further, your use of Third Party Services may be governed by additional terms and conditions that are not set forth in this Agreement or this Site’s Privacy Policy. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Service. Your access to or use of such Third Party Services may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third Party Services.
Subscription and Fees
8. You do not have to be a registered user of the Site to view the Site. However, in order to download or use any of the Works, User shall register as a subscriber of the Site and pay the Fee (a “Paid Subscription”).
9. The fee for a Paid Subscription to the Site is One Hundred Forty-Four United States Dollars ($144.00), billed annually (the “Fee”). Your Paid Subscription and payment of the Fee shall automatically renew at the end of your subscription period, unless you cancel your Paid Subscription through your account on the Site before the end of the current subscription period. The cancellation will take effect immediately and at such time you will lose access to any subscriber sections of the Site and will lose access to download any of the Works from the Site. You will have a period of seven (7) calendar days from the date your initial subscription or the date your subscription automatically renews, whichever is applicable to the current subscription period, to cancel your subscription and receive a full refund. If you cancel your payment or Paid Subscription after the period of seven (7) calendar days but before the end of the subscription period, Company will not refund any Fees already paid by you to Company.
10. Company reserves the right to terminate your use of this Site at any time and for any reason, without notice and without refund. All restrictions, rights granted by you and all disclaimers and limitations of liability by Company will survive termination. You agree to discontinue use of this Site immediately upon your disagreement with or breach of any of these terms and conditions, as they may be amended from time to time.
11. You may need to register to use any part(s) of the Site. Company may reject, or require that you change, any user name, password or other information that you provide to Company in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify Company of any confidentiality breach or unauthorized use of your user name and password, or your Site account.
12. You may be asked to supply certain information in connection with your Paid Subscription including without limitation your credit card number or other payment account number, your billing address, and your shipping information. BY INITIATING A PAID SUBSCRIPTION, YOU REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND HAVE THE LEGAL RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. By submitting such information, you grant Company the right to use such information in accordance with the Privacy Policy, including, without limitation, by providing such information to third parties for purposes of facilitating the completion of a Paid Subscription initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Paid Subscription.
13. Except to the extent prohibited by applicable law, Company reserves the right, with or without prior notice, to change descriptions, images, and references of any Works; to limit the available quantity of any Works; to bar any user from making any or all subscribing or downloading any of the Works, and/or to refuse to provide any user with any Works. Price and availability of a Paid Subscription offered through the Site are subject to change without notice. You shall pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges, and any applicable network, data or other charges in respect of mobile downloads. In addition, you remain responsible for any taxes (including, if applicable, VAT and/or any import duties) that may be applicable to your Transaction(s).
14. The music, digital files, sheet music, other material, and images contained on this Site are protected by the copyright and/or trademark laws of the United States and foreign jurisdictions; unauthorized or improper use of the material, images, content, and files on this Site may result in violation of those laws. Except as otherwise provided herein in regard to the Works, Company hereby grants to you a nonexclusive, limited and nontransferable license to use the material and images of this Site solely for the purpose of viewing said material and images on your personal computer while on the Site and to download the Works as part of a Paid Subscription. Except as expressly provided herein, reproduction, distribution, and or digital transfer of any material on this Site is strictly prohibited without an express license to do so and ownership of said material shall at all times remain with the stated copyright and/or trademark owners.
Use of the Works
15. In consideration of the Fee, Company hereby grants to User, the non-exclusive, limited right, license, privilege and authority to make the Licensed Use of the Works solely within the Productions and the Licensed Media, in each country of the Territory, solely within the duration of the Term, including the right to use, reproduce and synchronize the Works, in the Productions and within Licensed Media in any and all media now known or hereafter devised, whether exhibited, broadcast, transmitted, distributed, reproduced, performed, delivered or otherwise exploited in or by any systems, methods or devices now known or hereafter devised, including in-context promotions, trailers and advertising in the Licensed Media, provided that all promotions or advertising shall not include the promotion or advertising of third party products or services. This Agreement does not authorize User to alter the fundamental character of the Compositions or the Master, to use the title or subtitle of the Compositions in the title of the Productions or any other work, or to use the story of the Compositions. For the avoidance of doubt, User may not create any derivative works or adaptations of the Works, including but not limited to changing the music or lyrics (if any) of the Works or adding lyrics to the Works, and may not include any of the Works in any other music library, whether or not created by User.
16. You may use up to one (1) background instrumental use, up to one (1) full use of the Works, in synchronism or timed-relation with the Productions and to publicly perform said use of the Work as recorded in the Productions throughout the Territory during the Term (the “Licensed Use”).
17. You may use the Works in audiovisual productions for theatrical exhibition, film festivals, to be distributed via physical media (including but not limited to video cassettes, video discs, and DVD), digital download and streaming via the Internet, television (including but not limited to broadcast on all forms of telecommunications networks, television, including network, non-network, local or syndicated broadcasts, “pay television”, “cable television”, “subscription television”, “CATV”, “pay-per-view” “satellite broadcasts”, “video-on-demand” and “closed circuit television”), live service events and re-broadcast of live service events, and other worship-related events (“Licensed Media”), and to be made available to churches with or without a fee. User shall not be permitted to use the Works in any device which does not embody the Productions substantially as generally released (excluding director’s cuts, versions for the hearing impaired, bonus materials, special features and the like) or for which the viewer is invited to manipulate the images and/or audio program material in a non-linear (i.e. non-sequential) progression, and provided further that no such device shall permit alteration of the Works or the time-relation image synchronization of the Works in and as part of the Productions. For the purposes hereof, the inclusion of “chapter stops” or other addressable locator codes of any kind on the applicable storage device shall not be deemed to constitute non-linear manipulation, and to import said recording and/or copies thereof into any country throughout the Territory all in accordance with the terms, conditions, and limitations hereinafter set forth. The right to reproduce the Works “as recorded in the Productions” shall mean the right to reproduce the Works in synchronization with the same visual images which appeared in synchronization with the Works in the Productions. A motion picture intended for “linear” exhibition is one intended for passive viewing in a predetermined order or sequence, the order outcome and contents of which cannot be selected or altered by the viewer other than through the performance of now-existing VCR functions (e.g. stop, play, fast forward, rewind etc.)
Warranty and Representations
18. The territory covered under this license is the Universe (the “Territory”).
19. The term of this Agreement shall be for the length of time that User is a subscriber to Company’s website and pays the Fees as described below (the “Term”). Notwithstanding the foregoing and for the avoidance of doubt, any of the Works embodied within the Productions while User has an active Paid Subscription to the Site may continue to remain embodied within the Productions even after User’s Paid Subscription is cancelled or terminated. However, after a User’s Paid Subscription is cancelled or terminated, User may not use any of the Works in any Productions made or performed after the date of cancellation or termination of the User’s Paid Subscription.
20. In cases where a screen or print credit is usually accorded, User shall, and shall request any its licensees (each, a “Sub-User”) to, accord the following credit to Company in connection with use of the Work:
Title
Composed By: Missional Score
Performed By: Missional ScoreCourtesy of: Coxnvox Music (ASCAP) and Missional Score
© 2018 Coxnvox Music, LLC d/b/a Missional Score.
www.missionalscore.com
Indemnification
21. The licensing of public performance rights to the Composition as embodied in the Productions is subject to Company’s right to collect public performance royalties payable by ASCAP by reason of broadcast or exhibition of the Productions in the United States by means of worship venues, Internet websites, television networks, local stations, closed circuit systems, or any other applicable exhibitor having valid performance right licenses with ASCAP. Clearance by performing rights societies in countries or territories outside of the United States shall be subject to clearance in accordance with their customary practice and payment of their customary fees. User agrees to furnish Company a cue sheet or performance set list (as applicable) of the Productions within thirty (30) days after the broadcast and/or United States use of the Works in the Productions. If you will be performing music by Company in a venue without a performance license through ASCAP and you have already purchased a performance license through ASCAP covering said performance(s) of Company’s music, then you must provide proof of said performance license to Company or otherwise purchase a license through the Site, if applicable. Licenses for performance or other uses not described herein must be obtained through Company’s legal representative. For licensing questions or to obtain a license, please contact legal@missionalscore.com, Subject: Missional Score License Request.
22. Company warrants that Company has the legal right to grant the aforesaid license subject to the terms, conditions, limitations, restrictions and reservations as provided in this Agreement. User warrants and represents that User has the right, power and authority to enter into this Agreement and fully perform its obligations hereunder. User further warrants and represents that any actions taken by User under this Agreement or otherwise shall not subject Company to any liability whereby User’s actions have infringed on the rights of a third party.
23. You hereby waive, discharge, release and relinquish any and all claims that you now have or may have against Company or Company Affiliates, and further agree to indemnify and hold Company and Company Affiliates harmless from any claim or demand, including all legal fees and court costs, arising from your use of this Site, the violation of these terms and conditions by you, or the infringement by you, or other unauthorized user of this Site under your user name, of any intellectual property or other right of any person or entity. Any links visited through this Site are at your own risk.
24. COMPANY AND COMPANY AFFILIATES ACCEPT NO RESPONSIBILITY OR LIABILITY FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY RESULT FROM YOUR USE OF THIS SITE. COMPANY AND COMPANY AFFLIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF THE COMPLETENESS, ACCURACY OR TIMELINESS OF THE INFORMATION AVAILABLE ON THIS SITE, OR THE WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY OFFERS THIS SITE AS A COURTESY TO ITS CUSTOMERS AND RELATED INDUSTRY MEMBERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND COMPANY AFFILIATES ACCEPT NO RESPONSIBILITY FOR DAMAGES WHICH MAY RESULT FROM YOUR USE, OR INABILITY TO USE THIS SITE, NOR FOR DAMAGES WHICH MAY OCCUR TO YOUR COMPUTER HARDWARE OR SOFTWARE, MODEM, TELEPHONE LINE, OTHER PROPERTY, BUSINESS, TIME, INCOME, OR OTHER INTANGIBLES AS A RESULT OF YOUR USE OF THIS SITE. COMPANY AND COMPANY AFFILIATES ACCEPT NO RESPONSIBILITY FOR DAMAGES WHICH MAY RESULT FROM MESSAGES TRANSMITTED TO OR FROM THIS SITE, OR FROM YOUR USE, IN ANY FORM, OF THE MATERIAL, IMAGES OR FILES PROVIDED ON THIS SITE. FURTHER, COMPANY AND COMPANY AFFILIATES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING YOUR USE OF THE SITE OR FROM ANY THIRD PARTY SERVICES, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS ON THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. IN THE EVENT ANY PORTION OF THIS DISCLAIMER OR THIS AGREEMENT IS DEEMED UNENFORCEABLE OR INAPPLICABLE, COMPANY’S TOTAL, EXCLUSIVE, AND MAXIMUM LIABILITY WILL BE THE AMOUNT PAYED BY YOU TO ACCESS THE SITE AND ONLY THE SITE AND COMPANY AFFILIATES SHALL HAVE NO LIABILITY.
Miscellaneous
25. Company reserves all rights not expressly granted to User hereunder.
26. This Site is controlled and/or operated from the United States, and is not intended to subject Company or Company Affiliates to non-U.S. jurisdiction or laws. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules, and regulations. You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in Los Angeles, California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto.
27. You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. You agree that any unauthorized use of the Site, the Merchandise, or any related software or materials, or any Third Party Services, would result in irreparable injury to Company for which money damages would be inadequate, and in such event Company, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Company may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.
28. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please feel free to contact Company’s legal representative via e-mail at legal@missionalscore.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to Company. You may also contact Company’s legal representative by writing to Company at Erin M. Jacobson, Esq., 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210, Attn: Missional Score Website.
29. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to legal@missionalscore.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to Company.
30. This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. This Agreement sets forth the entire understanding of the parties relating to its subject matter. In entering into this Agreement, neither party has relied on any prior or contemporaneous negotiation, understanding, agreement, representation, or warranty not contained herein, any and all of which are superseded by or merged into this Agreement. If any provision of this Agreement shall be held void, voidable, invalid, inoperative or otherwise unenforceable, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid, inoperative or unenforceable provision had not been contained herein. The titles of the paragraphs of this Agreement are for convenience only and shall not in any way affect the interpretation of the Agreement or any paragraph hereof. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without Company’s express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms that Company posts on the Site (including, without limitation, the Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail or by regular mail, in Company’s discretion. Company may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company and Company Affiliates will not be responsible for failure to fulfill any obligation due to causes beyond Company’s control. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities. Company’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.