current version updated: 9-18-2014
Authorized Users. Use and membership of the Proplay® Services is void where prohibited. By using the Proplay® Services, you represent and warrant that: all registration information you submit is truthful and accurate; you will maintain the accuracy of such information; you are 13 years of age or older; and your use of the Proplay® Services does not violate any applicable law or regulation. Your Membership may be terminated without warning, if we believe that you are under13 years of age.
Term. This Agreement shall remain in full force and effect while you use the Proplay® Services or are a Member. AM may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect.
Fees. The Proplay® service is a fee based service with multiple pricing options based on the campaigns created by AM and selected by the User which are paid on a per use or on an itemized basis services .You acknowledge that AM reserves the right to charge a usage fee for the Proplay® streaming music song promotion service and to change its fees for this or any of its other services from time to time at its sole discretion. If Proplay® terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of campaign fees or any other type of fee.
Account Confidentiality. You agree that you will not allow others to use any aspect of your Account Information. You have responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Proplay® will not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Proplay®, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
Scope of License Granted. Proplay® grants to you a limited, non-exclusive, non-transferable license to access and use the Proplay® Services in any authorized jurisdiction including the United States for the commercial use of the Proplay® promotional service, a royalty free, paid for service for musical artists to post recordings of only controlled compositions to be inserted into the music streaming services of AM's distribution partners. If you subscribe to any of the Proplay® Services, this license is contingent upon your payment of any applicable fees and your compliance with any other terms and conditions applicable to you as a member. Any violation by you of the license provisions contained herein may result in the immediate termination of your right to use the Proplay® Services. Proplay® reserves the all rights, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Any use of the Proplay® Services not specifically permitted under this Agreement is strictly prohibited.
Updates. AM may from time to time make available to all users of the Proplay® Services, updates at no cost or subject to additional fees in Proplay®’s sole discretion. Updates means any updates, upgrades or error corrections to the Proplay® Services that AM makes available generally to users of the Proplay® Services. Notwithstanding anything else contained in this Agreement, AM will have no obligation to continue producing or releasing new versions of the Proplay® Services or any updates thereto.
Restrictions. You agree that you will not: (a) use the Proplay® Services to reproduce copyrighted materials; (b) copy, store, edit, change, prepare any derivative work of or alter in any way any of the music streamed through the Proplay® Services; (c) make the Proplay® Services available over a network, other than the Proplay® network, where it could be used by others; (d) provide your password to any other person; (e) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Proplay® Services or any part thereof; (f) circumvent any technology used by Proplay® or its licensors to protect content accessible via the Proplay® Services; (g) rent, lease, or sublicense any of the Proplay® Services; and (h) use the Proplay® Services in any way that violates the terms of this Agreement.
Copyrights. As between you and Proplay®, you acknowledge, that Proplay® owns or has a license to all title and copyrights in and to the Proplay® Services. All title and intellectual property rights in and to the licensed content in the Proplay® Services is the property of the respective content owner(s) and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
Proplay® Trademarks and Third-Party Trademarks. ProPlay® is a registered trademark with the United States Patent and Trademark Office Serial # 77826918. Allworks Media, LLC reserves all rights with respect to its trademarks, service marks, logos and trade names ("Marks"). Any unauthorized use of any Allworks Media-owned Mark, or any use of a mark that is confusingly similar to, or likely to cause confusion with an Allworks Media-owned Mark, would consitute infringement of Allworks Media's exclusive trademark rights. Unauthorized use of any Allworks Media-owned marks will be prosecuted to the fullest extent of the law. The Proplay® Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Proplay® Trademarks or the trademarks of any third party.
Security. The Proplay® Services use technology to protect the digital information provided by Proplay® from unauthorized use. Your use of the Proplay® Services may be limited by such technology. You acknowledge that, from time to time, Proplay® Services may modify or discontinue using such technology. Security modifications made by Proplay® may from time to time include required updates to the Proplay® Services. To prevent unauthorized access, to maintain data accuracy, and to ensure the appropriate use of Account Information, Proplay® uses appropriate physical, technical and administrative procedures to safeguard the information we collect.
If you attempt to violate or circumvent any system or network security components or technology, you may be subject to civil or criminal liability.
Agreement to Pay. If you elect to become a member of the Proplay® Services, you agree to pay all fees and charges associated with your membership. All such fees and charges (including taxes and late fees, as applicable) will be charged on your credit card. You will maintain valid credit card information in your Account Information. Credit card numbers are used only for processing payments and are not used for any other purpose. Proplay® is PCI Compliant regarding the secure storage of credit card information.
The Proplay® Services, including any software contained therein, and any upgrades or plug-ins and any licensed content are licensed to you “As Is.” Any use of the Proplay® Services will be at your own risk. To the maximum extent permitted by applicable law, Proplay® disclaims all warranties, either express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Proplay® makes no representations or guarantees that the Proplay® Services will be free from loss, destruction, damage, corruption, attack, viruses, interference, hacking, or other security intrusion, and Proplay® disclaims any liability relating thereto.
Proplay® Services makes no guarantees, representations or warranties that use or results of the use of the Proplay® Services will be accurate, reliable, current, uninterrupted or without errors. Without proper notice Proplay® may modify, suspend, or discontinue any of the Proplay® Services (including any content) or use of them. Whenever Proplay® elects to modify, suspend or discontinue the Proplay® Services, it will not be liable to you or any third party.
You acknowledge that your submission of any information to us is at your own risk. Proplay® does not assume any liability to you with regard to any loss or liability relating to such information in any way,
Some of the content, products and services available through the Proplay® Services may include materials that belong to third parties. You acknowledge that Proplay® assumes no responsibility for such content, products or services.
“Proplay®” Participants Waiver of Royalty. “Proplay®” participants waive any right to a royalty for either the use of their Sound Recording copyright or their writer’s copyright, or any other performance royalty of any kind that may have otherwise been due to them. By agreeing to these terms they are also confirming that they are the owner or authorized representative of the material in use, that the material is not restricted, and they have received a waiver from any and all applicable third party music publishers, performance rights organizations, or third party co-writers. Proplay® is a fee based service paid for by the User for the purpose of advertising their material on the Proplay® website and on affiliated 3rd party music streaming distribution partners. Proplay® is not analogous to “airplay” on internet radio and no royalties shall be paid for their use.
Limitation of Liability. In no event will Proplay® be liable to you for indirect, general, special, incidental, consequential, exemplary or other damages (including without limitation, damages for loss of profits, business interruption, corruption of files, loss of business information or any other pecuniary loss) even if Proplay® has been advised of the possibility of such damages. No oral or written information or advice given by Proplay® or others will create a warranty and neither you nor any third party may rely on any such information or advice. Some jurisdictions do not allow the exclusion of implied warranties or limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you. Proplay®’s entire liability and your exclusive remedy under this Agreement will be limited to the greater of one dollar ($1.00) or the total amount paid by you for the applicable Proplay® Services at issue.
Indemnity. You will indemnify and hold Proplay®, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any suits or claims arising out of (a) your breach of this Agreement, including but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; or (b) your use of the Proplay® Services.
General information. You will be responsible for providing the DSL, cable modem or any other hardware and software necessary to use the Proplay® Services. Proplay® or its business partners may present advertisements or promotional materials via the Proplay® Services. Your dealings with, or participation in promotions of any third-party advertisers via the Proplay® Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Proplay® is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Proplay® Services.
The Proplay® Services may present links to third-party web sites or third-party services not owned or operated by AM. Proplay® is not responsible for the availability of these third-party sites or services or their contents. You agree that Proplay® is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use or reliance on any content of any such third-party website or service.
The Proplay® Services are owned by AM and are protected by United States copyright laws and international treaty provisions. You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.
This Agreement will be governed by the laws of the State of New Jersey. The exclusive jurisdiction for any claim, action or dispute with Proplay® or relating in any way to your use of the Proplay® Services will be in the state and federal courts of the State of New Jersey and the venue for adjudication or disposition of any such claim, action or dispute will be in the County of Bergen, New Jersey.
Should you have any questions concerning this Agreement or need technical support please use our “Contact Us” link found at the top of proplay.com.
Proplay® may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on the site as determined by Proplay® in its sole discretion. Proplay® reserves the right to determine the form and the means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.
You acknowledge that you have read this Agreement, understand it and will be bound by its terms and conditions. You further acknowledge that this Agreement represents the complete and exclusive statement of the Agreement between us and that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this Agreement.
When Proplay® collects personally identifiable information from you it is because you are voluntarily submitting personally identifiable information to us in order to register as a Member of Proplay®. Proplay® may also collect personally identifiable information from you if you chose to participate in Proplay® Services activities like sweepstakes, contests, and surveys, because you want us to furnish you with products, services, newsletters, or information, or in connection with content or suggestions you submit to Proplay® for review. In addition, Proplay® collects other non-personally identifiable information including IP address, aggregate use data, and browser type. This data is used to manage and improve the Proplay® Services, track usage, and for security purposes.
Proplay® Members may also choose to provide or store non-personally identifiable information in their profiles, including but not limited to date of birth, gender, zip code, interests, hobbies, lifestyle choices, groups with whom they are affiliated such as schools and companies, pictures, private messages, bulletins or personal statements (collectively “Profile Information”). The Profile Information in a Member’s profile is provided at his or her sole discretion. Proplay® Members can change their registration personally identifiable information and Profile Information at any time by controlling their account settings, available within the ”Edit Profile” portion of their Proplay® profile except for age and gender.
Proplay®’s Use of Personally Identifiable Information.
In order to locate other Proplay® Members that you may already know in the physical world, Proplay® allows Users to search for Members using registration personally identifiable information (i.e. full name or email address). Proplay® also allows Users to browse for certain Profile Information in order to help connect with Members (i.e. age and gender). Proplay® may also enable Members to publicly display some registration personally identifiable information as an element of their Profile Information if they choose to do so via a profile setting under “Edit Profile.” Search engines may index the portion of a Member’s profile including the Profile Information it contains that is publicly displayed.
By using the Proplay® Services you consent to receive promotional materials (e.g. newsletters) or notifications form Proplay®. If you want to stop receiving such materials from Proplay®, follow the unsubscribe instructions at the bottom of each email. Notifications will be sent from firstname.lastname@example.org and we recommend you whitelist this email address and domain by selecting “Safe Sender” in your local email software and 3rd party spam blocker. Notifications are sent for password updates, Proplay® updates, and other Proplay® related activities.
Proplay® employees, agents and contractors must have a business reason to obtain access to your personally identifiable information. Proplay® may share your personally identifiable information with those who help us manage or provide Proplay® Services’ information activities (e.g. statistical analysis, data processing), or with outside contractors, agents or sponsors who help us with the administration, judging and prize fulfillment aspects of contests, promotions and sweepstakes. These outside contractors, agents or sponsors may temporarily store some information on their servers, but they may only use your personally identifiable information to provide Proplay® with a specific service and not for any other purpose. Proplay® may also provide your personally identifiable information to a third party in those instances where you have chosen to receive certain information and have been notified that the fulfillment of such a request requires the sharing of your personally identifiable information. Proplay® may also share your personally identifiable information with Affiliated Companies if it has a business reason to do so.
As described above, Proplay® may customize the advertising and marketing messages you receive on the Proplay® website, or may work with outside companies to do so. Your non- personally identifiable information and/or Profile Information may be shared with these companies so that this customization can be accomplished. Proplay® prohibits these companies from sharing your non-personally identifiable information and/or Profile Information with any third party or from using it for any other purpose. Anonymous click stream, number of page views calculated by pixel tags, and aggregated demographic information may also be shared with Proplay®’s advertisers and business partners. There may be instances when Proplay® may access or disclose personally identifiable information, Profile Information or non-personally identifiable information without providing you a choice in order to: (a) protect or defend the legal rights or property of Proplay®, our Affiliated Companies or their employees, agents and contractors including enforcement of our agreements; (b) protect the safety and security of Users of the Proplay® Services or members of the public including acting in urgent circumstances; (c) protect against fraud or for risk management purposes; or (d) comply with the law or legal process. In addition, if Proplay® sells all or part of its business or makes a sale or transfer of all or a material part of its assets or is otherwise involved in a merger or transfer of all or a material part of it’s business, Proplay® may transfer your personally identifiable information to the party or parties involved in the transaction as part of that transaction.
When a Member who is located in the European Union chooses to post Profile Information that will be publically disclosed, that Member is responsible for ensuring that such information conforms to all local data protection laws. Proplay® is not responsible under the EU local data protection laws for Member-posted information.
THE SECURITY OF PERSONALLY IDENTIFIABLE INFORMATION
Proplay® uses commercially reasonable administrative, technical, personnel and physical measures to safeguard personally identifiable information in its possession against loss, theft and unauthorized use disclosure or modification. In addition, Proplay® uses reasonable methods to make sure that personally identifiable information is accurate, up-to-date and aProplay®ropriately complete.