Terms & Conditions

DEFINITIONS:

“Channel”

” means any digital outlet which enables end users to purchase and listen to Distribution Company Content, such as music download portals, digital radio stations, terrestrial radio stations, digital television networks, terrestrial television networks and mobile networks.

“Channel”

means any digital outlet which enables end users to purchase and listen to Distribution Company Content, such as music download portals, digital radio stations, terrestrial radio stations, digital television networks, terrestrial television networks and mobile networks.

“Company Catalogue”

means all intellectual property works (such as, but not limited to musical works, video clips, ring-tones, real-tones and ring-back tunes) as to which a Distribution Company has the necessary exclusive or limited Digital Exploitation Rights;

“Company Content”

means that part of the Company Catalogue that Distribution Company shall upload to MDS as media files in order to distribute via MDS;

“Distribution Company”

means the owner of the necessary exclusive or limited Digital Exploitation Rights who after signing a distribution agreement with Channel and after signing a MDS distribution agreement with JAMVANA, LLC allows Channel the use of her Company Catalogue;

“Digital Exploitation Rights”

means all necessary intellectual property rights involved in the exploitation of the Company Content, such as but not limited to distribution rights, performing rights and reproduction rights;

“MDS Platform”

means the platform (software code, databases, products, services and other components that make up JAMVANA, LLC’s service) on which the Distribution Company uploads amongst others (parts of the) Company Catalogue. MDS is used for encoding, hosting, packaging, promotion, electronic delivery and reporting related to transactions of any Company Content. The term MDS as used herein shall be deemed to refer to all future versions of the above-described online service, and includes without limitation any and all additional, follow-on, successor or replacement versions of such service.

“Reporting and Selling statements”

means the number of realized transactions by Channel of Company Content distributed by the MDS Platform.

“Revenue”

means the revenue earned from selling the Company Content through a Channel;

“Transaction”

means the acquisition of the usage rights with respect to the Company Content by any end user.

“User”

All Actual users and visitors that acces and/or use the MDS Platform such as but not limited to Channels and Distribution Companies.

GENERAL RULES

Access to the Platform or use of the Platform content constitutes User's agreement with these Terms and Conditions. User acknowledges that User has read these Terms and Conditions and that User accepts the terms thereof. USER AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE BEING CONNECTED TO THE PLATFORM. JAMVANA, LLC reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time. Notification of changes in these Terms and Conditions will be posted on the Platform, and User's continued use of the Platform affirmatively indicates User's acknowledgment of such changes and User's agreement to be bound by the Terms and Conditions as modified. Unless otherwise agreed in writing, User's right to use the Platform is not transferable and is subject to any restrictions established by JAMVANA, LLC. JAMVANA, LLC may change, suspend, or discontinue any aspect of the Platform at any time, at its sole discretion, without prior notice and without liability to User or any third party for such change, suspension, or discontinuance. JAMVANA, LLC may also impose limits on certain features and services or restrict User's access to parts or all of the Platform without notice or liability. SHOULD USER OBJECT TO ANY OF THESE TERMS AND CONDITIONS OR ANY SUBSEQUENT CHANGE OR MODIFICATION TO THESE TERMS AND CONDITIONS, OR SHOULD USER BECOME DISSATISFIED WITH THE PLATFORM IN ANY WAY, USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE PLATFORM. SO LONG AS USER CONTINUES TO USE THE PLATFORM, JAMVANA, LLC WILL CONTINUE TO RELY ON USER'S FULL AND UNQUALIFIED ACCEPTANCE AND COMPLIANCE WITH THESE TERMS AND CONDITIONS.

ACCESS TO THE MDS PLATFORM

JAMVANA, LLC hereby grants User permission to use the Platform as set forth in this Terms and Conditions, provided that your use of the Platform as permitted is solely for the use of on-line digital distribution as agreed upon between a Channel and a Distribution Company. User will not copy or distribute any part of the Platform in any medium without JAMVANA, LLC’s prior written authorization. User will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purpose. User will otherwise comply with these Terms and Conditions and with the Distribution Company signed Digital Distribution Agreements using the MDS Platform. In order to access the Platform, User will have to create an account. The User account is strictly used by the User itself. User may not share User's means of access with others. User acknowledges that User is responsible for all usage or activity on User's MDS Platform account, including such use of the account by any third party. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of User's account, at JAMVANA, LLC's sole discretion, and User may be referred to appropriate law enforcement agencies. User agrees to indemnify, defend, and hold JAMVANA, LLC harmless against liability for any and all use of User's account. When creating an account, User must provide accurate and complete information. User is solely responsible for the activity that occurs on the by JAMVANA, LLC appointed account. User must keep account password’s secure. User must notify JAMVANA, LLC and Distribution Company immediately of any breach of security or unauthorized use of a User account. Although JAMVANA, LLC will not be liable for losses caused by any unauthorized use of User accounts, User may be liable for the losses of JAMVANA, LLC and Distribution Company or others due to such unauthorized use. User agrees to report promptly to JAMVANA, LLC any observed violation of the above. User agrees that the MDS Platform shall not be used in any manner or for any purpose other than the permitted purposes as expressly described in these Terms and Conditions and in the Distribution Agreement between Channel and Distribution Company. Channel shall not have the right to sell, license, market, or use the Company Content to any party whatsoever without the prior written consent of the Distribution Company using MDS as their Digital Distribution Platform. Channel shall not have the right to distribute the Company Content in any manner to any third party or unauthorized channel without the prior written consent of the Distribution Company. User hereby acknowledges that, as between JAMVANA, LLC and User or any party acting through MDS Platform, all title to and ownership of the Platform and its Content remains vested in JAMVANA, LLC and participating Distribution Companies and nothing in these Terms and Conditions serves to transfer such ownership or title’s to User or any party acting through MDS Platform. All copies and representations of Content accessible through the MDS Platform remain Distribution Company’s property and shall continue to be subject to these Terms and Conditions and shall contain all relevant copyright and other proprietary notices.

AUTHORIZED USAGE OF THE MDS PLATFORM & COMPANY CONTENT

The contents on the MDS Platform is intended for digital distribution of Company Content to Channel for Channel's legitimate commercial business. All content distributed on the MDS Platform (including, such as, but not limited to musical works, video clips, ring-tones, real-tones and ring-back tunes) are protected by copyright, and owned or controlled by Distribution Companies, JAMVANA, LLC or the party credited as the provider or owner of the Content. Users shall abide by all copyright notices, information, or restrictions contained in content accessed through the MDS Platform or any signed Distribution Agreement between Channel and Distribution Company using the MDSPlatform. User acknowledges that User has no claim of ownership or other right to any Content by reason of its access, use, or otherwise. The MDS Platform is protected by copyright as a collective work and/or compilation, pursuant to USA copyright laws, international conventions, and other copyright laws. Copying or storing of any content for other than User's legitimate commercial business end-use is expressly prohibited without the prior written permission of JAMVANA, LLC or the copyright holder identified in the individual Content's copyright notice.
IN NO EVENT SHALL USER ALTER OR DELETE ANY AUTHOR ATTRIBUTION OR COPYRIGHT NOTICE. JAMVANA, LLC, MDS and other JAMVANA, LLC products and services referenced in MDS Platform are either trademarks or registered trademarks of JAMVANA, LLC Corporation. Other featured Logos, Content and Distribution Company names are or may be service/trademarks of their respective owners.

REPORTING AND CONTRACT REQUIREMENTS

JAMVANA, LLC will receive all copies of signed distribution agreement’s between User and Distribution Companies using the MDS Platform as distribution platform. Users will directly send all reporting and selling statements to JAMVANA, LLC of Company Content distributed by the MDS Platform. Users will send Revenue statements at least once a month. Users will supply any other information JAMVANA, LLC requires under the terms of this Agreement, at JAMVANA, LLC’s first written request.

SERVICE & PLATFORM WARRANTY

JAMVANA, LLC will perform her activities in accordance with the Terms and Conditions as set out in this agreement and in accordance with the MDS Platform Service Level Agreement (Link on site where the SLA can be found). JAMVANA, LLC doesn’t represents or endorses the accuracy or reliability of any Company Content or other information displayed, downloaded, uploaded, or distributed through the Platform by any Distribution Company, Channel or other information provider, or any other person or entity. User acknowledges that any reliance upon any such opinion, advice, statement, or information shall be at User's sole risk. JAMVANA, LLC reserves the right but not the obligation, in its sole discretion, to correct any errors or omissions in any portion of the Platform. The Platform contains links to other related Internet sites, resources, partners, Distribution Companies and Channels connected to the Platform. JAMVANA, LLC is not responsible in any way for the availability of these outside resources or their contents. Channel should direct any concerns regarding any external link to that link's site administrator or webmaster. JAMVANA, LLC is not responsible for the contents of any linked site or any link contained in a linked site. JAMVANA, LLC is providing these links only as a convenience, and the inclusion of any link does not imply endorsement by JAMVANA, LLC of the linked site or its contents.

PRIVACY STATEMENT AND CONFIDENTIALITY

JAMVANA, LLC shall not use for any purpose whatsoever any personal information about individuals or companies except when specifically and knowingly authorized to do so by such individuals or Companies other than to provide services described on this website and the MDS Platform. All Received Reporting and Sellings Statements as well as Revenues shall be strictly confidential. JAMVANA, LLC shall not divulge or otherwise disclose such information to any person, company or third party without the prior written consent of User. JAMVANA, LLC may share non-personal aggregate, or summary, information regarding its customers with partners or other third parties, JAMVANA, LLC shall not sell, rent, or loan any identifiable information regarding its customers to any third party. The nature of the work performed and any information transmitted to JAMVANA, LLC by it’s users shall be confidential. JAMVANA, LLC shall not divulge or otherwise disclose such information to any person or third party without the prior written consent of the user. This provision shall not apply to the extent JAMVANA, LLC is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by JAMVANA, LLC.

LIABILITY

JAMVANA, LLC shall not be liable for any compensatory, indirect or consequential damages, loss of data, income or profit, loss of or damage to property or claims of third parties arising out of or in connection with access to or use of any data or functionality on the MDS Platform.

INDEMNIFICATION

Any user of the MDS Platform shall indemnify, defend, and hold harmless JAMVANA, LLC, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) a breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any content by the user of the MDS Platform, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of content by the user of the MDS Platform, or (v) any claim that any element of the deliverable infringes any copyright, trademark, patent, or other proprietary right.

GENERAL PROVISIONS

These Terms and Conditions shall be construed and enforced in accordance with USA law. Any action to enforce these Terms and Conditions shall be brought in the USA courts located in Tampa, FL. Any rights not expressly granted to any user of the MDS Platform in these Terms and Conditions are reserved to JAMVANA, LLC.