Pronoise.com (People’s Republic of Noise, LLC)

Terms of Service

1. Your Acceptance

   (a) By using or visiting the PeoplesRepublicofNosie (“Pronoise”) website or any Pronoise products, software, data feeds, and services provided to you on, from, or through the Pronoise website (collectively the “Service”), you signify your agreement to (1) these terms and conditions (the “Terms of Service”), and (2) Pronoise’s privacy policy, found at [pronoise.com/privacypolicy] and incorporated herein by reference. If you do not agree to any of these terms, or the Pronoise privacy notice please do not use the Service.

   (b) Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version at [pronoise.com/TermsofService]. Pronoise may, in its sole discretion and without notice to you, modify or revise these Terms of Service at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

2. Service

   (a) These Terms of Service Apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes, without limitation, the music, text, software, scripts, graphics, photos, images, sounds, videos, audiovisual combinations, interactive features, and all other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of Pronoise, including but not limited to all products, software and services offered via the Pronoise website.

   (b) The Service may contain links to third-party websites that are not owned or controlled by Pronoise. Pronoise has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Pronoise will not and cannot censor or edit the content of any third-party website. By using the Service, you expressly relieve Pronoise from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

3. Pronoise Accounts

   (a) In order to access some features of the Service, you will have to create a Pronoise account or utilize an existing Facebook account login through FacebookConnect. Regardless of the method used to “sign in” to the Service, by logging-in to the Service, all users expressly agree to the Pronoise Terms of Service.

   (b) You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Pronoise immediately of any breach of security or unauthorized use of your account.

   (c) Although Pronoise will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Pronoise or others due to such unauthorized use.

4. General Use of the Service - Permissions and Restrictions

   Pronoise hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:

   (a) You agree not to publicly show or distribute in any medium any part of the Service or the Content without Pronoise’s prior written authorization, unless Pronoise makes available the means for such distribution through functionality offered by the Service.

   (b) You agree not to alter or modify any part of the Service.

   (c) You agree not to access Content through any technology or means other than the video playback pages of the Service itself, or other explicitly authorized means Pronoise may designate.

   (d) You agree not to use the Service for any of the following commercial uses unless you obtain Pronoise’s prior written approval:

   • the sale of access to the Service;
   • the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
   • the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from PRONoise appears on the same page and is of sufficient value to be the basis for such sales.

   (e) Prohibited commercial use does not include:

   • uploading an original video, songs, text or pictures to Pronoise, or maintaining an artist or band Pro
   • sharing Pronoise Content on an ad-enabled blog or website, subject to the advertising restrictions set forth
   • any use that Pronoise explicitly authorizes in writing.
   • You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the Pronoise servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser. Notwithstanding the foregoing, Pronoise grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Pronoise reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (eg. messaging, voting, heat, etc.) for any commercial solicitation or otherwise commercial purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
   • In your use of the Service, you will comply with all applicable laws.
   • Pronoise reserves the right to discontinue any part of the Service at any time.

5. Your Use of Content

   In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

   (a) The Content on the Service, and the trademarks, service marks and logos on the Service, are owned by or licensed to Pronoise, subject to copyright and other intellectual property rights under the law.

   (b) Content is provided to you as is. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content from the Service, unless otherwise explicitly stated and displayed accompanying the Content desired for download. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Pronoise or the respective licensors of the Content. Pronoise and its licensors reserve all rights not expressly granted in and to the Service and the Content.

   (c) You agree not to circumvent, disable, or otherwise interfere with security-related features of the Service or features that precent or restrict use or copying of any Content or enforce limitations on the use of the Service or the Content therein.

   (d) You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Pronoise is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Pronoise with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Pronoise, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

6. Your Content and Conduct

   (a) As a Pronoise account holder you may submit Content to the Service, including music, text, pictures and videos. You agree that you will not submit to the Service any Content or other material that is contrary to applicable love, national, and international laws and regulations. You further understand and agree that Pronoise does not guarantee any confidentiality with respect to any Content you submit.

   (b) You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit and to grant the licenses contained herein, and you license to Pronoise all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.

   (c) By submitting any Content to the Service, you explicitly grant Pronoise and its successors, assigns and affiliates the non-exclusive, worldwide, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Pronoise’s (and its successors’ and affiliates’) business, including without limitation for promotions and redistributing part or all of the Service (and derivative works thereof) in any media now known or hereafter devised.

   (d) By submitting any Content to the Service, you further explicitly grant Pronoise and its successors, assigns and affiliates the non-exclusive right to license such Content for uses including, without limitation, movies, television, and any other form of visual media upon the express written consent of the rights holder(s) for reasonable reimbursement greater than or equal to two hundred dollars ($200.00 USD). Pronoise shall retain as its fee for such licenses thirty percent (30%) of monies received from such licenses, if any. You and/or the rights holder(s) together shall be entitled to seventy percent (70%) of such monies, if any.

   (e) You also hereby grant to each user of the Service a non-exclusive license to access your Content through the Service and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service.

   (f) The foregoing licenses shall terminate within a commercially reasonable time after you remove or delete the subject Content from the Service. Notwithstanding the foregoing, any licenses issued pursuant to paragraph 6(d) shall survive any such termination for a time equal to the term set forth in the respective licensing agreement(s). Furthermore, you expressly acknowledge and agree that Pronoise may retain, but not display, distribute or perform, server copies of Content after you have removed or deleted it.

   (g) For clarity, you retain all rights in your Content and Pronoise obtains no ownership interest in any Content by virtue of your submitting Content to the Service unless otherwise expressly agreed.

   (h) Pronoise does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Pronoise expressly disclaims any and all liability in connection with Content. Pronoise does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Pronoise will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. Pronoise reserves the right to remove Content without prior notice.

7. User Termination Policy

   (a) Pronoise may terminate your access to the Service if, under appropriate circumstances, as determined in Pronoise’s sole discretion, the you are determined to be a repeat infringer or otherwise create risk or possible legal exposure for Pronoise.

   (b) Pronoise reserves the right to decide whether Content violates these Terms of Service or Community Guidelines for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Pronoise may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate your account for submitting such material in violation of these Terms of Service.

8. Digital Millennium Copyright Act

   (a) If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Pronoise’s copyright agent (copyrightagent@Pronoise.com) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

   • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
   • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
   • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

   (b) If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the copyright agent (copyright@Pronoise.com):

   • Your physical or electronic signature;
   • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
   • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
   • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

   If a counter-notice is received by the Copyright Agent, Pronoise may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at the sole discretion of Pronoise.

9. Warranty Disclaimer

   YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PRONOISE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. PRONOISE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. PRONOISE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PRONOISE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

   Pronoise uses reasonable efforts to ensure the accuracy, correctness and reliability of the Pronoise Content, but we make no representations or warranties as to said Content's accuracy, correctness or reliability. Content types (including, but not limited to, music, genres and sub-genres) and descriptions are provided for convenience, and you acknowledge and agree that Pronoise does not guarantee their accuracy.

10. Limitation of Liability

    IN NO EVENT SHALL PRONOISE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

    YOU SPECIFICALLY ACKNOWLEDGE THAT PRONOISE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

    The Service is controlled and offered by Pronoise from its facilities in the United States of America. Pronoise makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

    To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Pronoise, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

12. Ability to Accept Terms of Service

    You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

13. Assignment

    These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Pronoise without restriction or notice.

14. General

    You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Pronoise, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. Any claim or dispute between you and Pronoise that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. These Terms of Service, together with the Privacy Notice at www.Pronoise.com/member/account, and any other legal notices published by Pronoise on the Service, shall constitute the entire agreement between you and Pronoise concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Pronoise’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Pronoise reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND PRONOISE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.