Last updated: July 29, 2015

YOUR USE OF THIS WEBSITE AND THE CONTENT CONTAINED HEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

This Website, including all of its features and content (“Website”) is a service made available by Battery Park Media LLC d/b/a Merry Bright Music Enterprises or its present or future affiliates and licensors (collectively, “Merry Bright”) and all content, information, services, text, photographs, video, audio, graphics and software ordered or provided on or through this Website (“Content”) may be used solely under the following terms and conditions of use (“Terms of Use”). These Terms of Use also govern your use of the licensing, composition, musical consulting, and artist and repertoire services offered via the Website (the “Services”). In the event that you enter into any licensing or other business relationship with Merry Bright related to the Services, such relationship shall be governed by a separate written agreement covering the rights and obligations of you and Merry Bright. If, and only to the extent that, the terms of a separate written agreement between you and Merry Bright conflict with these Terms of Use, your individual agreement with Merry Bright shall take precedence. If you are using the Website on behalf of any entity or other person, you further represent and warrant that you are authorized to accept these Terms of Use on such third party’s behalf, and that such third party agrees to indemnify Merry Bright for violations of these Terms of Use.

1. Website Limited License. This Website and the Content are protected by copyrights, trademarks, patents, service marks, international treaties, and/or other proprietary rights and laws of the United States and other countries. As a visitor to this Website you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Website and the Content in accordance with these Terms of Use. Merry Bright may terminate this license at any time for any reason. Certain features and areas of the Website require you to register, create an account and become a member of the Website (each, a “Member”).

2. Fees and Payments. Merry Bright may charge fees for access to certain parts of the Website, Content and Services. In order to access these areas, you may be required to become a Member. Notwithstanding the foregoing, any specific arrangement you may make with Merry Bright regarding payment of fees shall not affect in any way your other obligations under these Terms of Use, except as provided otherwise herein. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any licenses, products or services offered for sale through the Website. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Website, Content, Services and any other products or services through your account. Certain portions of the Website or the Website as a whole may require a subscription agreement and/or a prepaid fee which may be modified from time to time in Merry Bright’s sole discretion. The prepaid fee, and all taxes and other fees related thereto will be paid by you in advance. In no event will you be allowed access to any portion of the Website or Content for which a prepaid fee is required unless and until Merry Bright receives all fees and charges payable by you.

3. Limitations on Use; Third Party Communications.

3.1. Limitations on Use of the Website. Unless otherwise agreed by you and Merry Bright in a separate written agreement, the Content on the Website is for your personal use only and not for commercial exploitation. Notwithstanding the foregoing and to the extent this Website provides electronic commerce, such buying opportunities may be made available for group and corporate as well as personal purchasing, so long as you are authorized to make purchases on behalf of such group or business entity. You may not use this Website or the Content for any illegal purpose, in any illegal manner or in any manner inconsistent with these Terms of Use or any other agreement between you and Merry Bright. You may not decompile, recompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Website or the Content. You may not use any network monitoring or discovery software to determine the Website’s architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, crawler, scraper or any other automatic software or a camera or other device, or manual process to monitor or copy the Website or the Content. You may not use this Website to transmit any false, misleading, fraudulent or illegal communications. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, noncommercial or public purposes all or any portion of this Website or the Content. You may not use, transfer, distribute or dispose of this Website or the Content in any manner that could compete with the business of Merry Bright. You may not use or otherwise export or re-export the Website or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of this Website or its Content is prohibited.

3.2. Specific Limitations on Use.

3.2.1. Previews. The Website allows you to stream sound recordings for the purposes of previewing such recordings prior to purchase and/or requesting a license to use such recordings. You may not use any software or hardware device to download, record or otherwise store any sound recording without specific permission to do so directly from the Website and paying the required amount to Merry Bright.

3.2.2. Downloads. The Website allows you to purchase a license to download sound recordings for a per-download fee for personal, non-commercial use. Unless you enter into a separate signed written agreement with Merry Bright to the contrary, you may not: (i) use for anything but personal, non-commercial use; (ii) copy (except as incidental to your personal non-commercial use); (iii) distribute in any way; (iv) publicly perform by any means including digital audio transmission; (v) make derivative works of; (vi) otherwise exploit in any way; or (vii) enable, permit or encourage any third party to do any of the foregoing with any sound recording downloaded from the Website.

3.3.3. Artwork. The Website may allow you to download artwork along with the sound recordings available for download or license. Unless you enter into a separate signed written agreement with Merry Bright to the contrary, you may not: (i) use for anything but personal, non-commercial use; (ii) copy (except as incidental to your personal use); (iii) distribute in any way; (iv) publicly display by any means; (v) make derivative works of; (vi) otherwise exploit in any way; or (vii) enable, permit or encourage any third party to do any of the foregoing with any artwork downloaded from the Website.

3.2.4. Licenses. The Services include the ability to request licenses to make various uses of available musical compositions and sound recordings. Unless your request is approved by Merry Bright and you enter into a separate signed, written agreement with Merry Bright granting specific permission to use particular compositions and sound recordings, you may not (i) use; (ii) copy; (iii) distribute in any way; (iv) publicly perform by any means including digital audio transmission; (v) make derivative works of; (vi) otherwise exploit in any way; or (vii) enable, permit or encourage any third party to do any of the foregoing with any composition or sound recording owned or controlled by Merry Bright except as otherwise provided herein.

3.3. Third Party Communications. Merry Bright disclaims all liability for any Third Party Communications, as defined below, that you may receive and any actions you may take or refrain from taking as a result of any Third Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third Party Communications. Merry Bright assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third Party Communications. As used herein, “Third Party Communications” means any communications directed to you from any third party directly or indirectly in connection with the Website, Content or Services.

4. Intellectual Property Rights. Except as expressly provided in these Terms of Use or in a separate signed writing between you and Merry Bright, nothing contained herein shall be construed as conferring on you or any third party any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory law), rule or regulation including, without limitation, those related to copyright or other intellectual property rights. You agree that the Content and Website are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws.

5. Linking to this Website. You may provide links to this Website, provided that (a) you do not remove or obscure, by framing or otherwise, any portion of this Website, including any Content, advertisements, terms of use, copyright notices, or other notices on this Website, (b) you immediately deactivate and discontinue providing links to this Website if requested by Merry Bright and (c) Merry Bright may deactivate any link(s) at its sole discretion.

6. No Solicitation. You shall not distribute on or through this Website any communications or other materials containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of Merry Bright.

7. Advertisers. This Website may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Website is accurate and complies with applicable laws. Merry Bright will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors.

8. Registration. Certain sections of this Website may require you to register. If registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform Merry Bright of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise. Merry Bright does not permit a) anyone other than you to use or access the Content, Services or sections of the Website requiring registration by using your name or password; or b) access through a single name that is made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Merry Bright immediately by emailing privacy@merrybrightmusic.com.

9. Submission of Your Music. The Services include the ability to submit your musical sound recordings for consideration to be included in Merry Bright’s licensing catalog (“Music Submissions”). By uploading a Music Submission to the Website, you are representing and warranting that you are the sole owner of the sound recording and any underlying musical composition or that you have the explicit right to copy and submit any and every such sound recording and composition for consideration and to license Merry Bright to distribute Music Submissions and make any and all uses of Music Submissions necessary and/or incidental thereto. Submitting your Music Submissions for consideration does not guarantee that Merry Bright will chose to represent your music as a part of its licensing catalog or otherwise. If Merry Bright does elect to include your Music Submissions in its licensing catalog, you and Merry Bright will enter into a separate, signed writing governing the terms of such representation. Unless and until you and Merry Bright enter into such a separate signed writing, Merry Bright will not make any use of your Music Submission apart from any use necessary for Merry Bright to consider whether or not to accept your music into its catalog. You acknowledge and agree that this use may include, and you hereby grant to Merry Bright a non-exclusive, gratis, royalty-free, perpetual, worldwide right to make, limited copies, distributions, performances and other uses of your Music Submission to third parties solely to enable Merry Bright’s evaluation of your music for the purposes set forth herein.

10. Errors and Corrections. Merry Bright does not represent or warrant that the Website or the Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Merry Bright does not warrant or represent that the Content available on or through the Website will be correct, accurate, timely, or otherwise reliable. Merry Bright may make improvements and/or changes to its features, functionality, Content or Services at any time.

11. Third Party Content. Third party content may appear on the Website or may be accessible via links from this Website. Merry Bright shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on this Website. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief or opinion of Merry Bright. Further, information and opinions provided by present and future employees and agents of Merry Bright are not necessarily endorsed by Merry Bright and do not necessarily represent the beliefs and opinions of Merry Bright.

12. Assumption of Risk. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to your participation in any of the Services.

13. DISCLAIMER. THE WEBSITE, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. MERRY BRIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MERRY BRIGHT DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE, THE CONTENT, AND THE SERVICES INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THIS WEBSITE, THE CONTENT, THE SERVICES, OR ANY PORTION THEREOF, (E) YOUR USE OF THIS WEBSITE, THE CONTENT, OR THE SERVICES, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEBSITE, THE CONTENT, OR THE SERVICES.

14. LIMITATION OF LIABILITY. MERRY BRIGHT SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE, THE CONTENT, THE SERVICES, OR ANY THIRD PARTY COMMUNICATIONS. MERRY BRIGHT SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE, THE CONTENT, THE SERVICES, OR ANY THIRD PARTY COMMUNICATIONS. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, MERRY BRIGHT’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00.

YOU AND MERRY BRIGHT AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY AND ALL PARTIES TO ANY SUCH PROCEEDING.

15. Indemnification. You agree to indemnify, defend and hold harmless Merry Bright, its present and future officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use by you or arising from your use of the Website, related to any Music Submissions uploaded or submitted by you and/or any false or misleading information that you submit to Merry Bright.

16. Third Party Rights. The provisions of paragraphs 13 (Disclaimer), 14 (Limitation of Liability) and 15 (Indemnification) are for the benefit of Merry Bright and its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to this Website. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

17. Unlawful Activity; Termination of Access. Merry Bright reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action Merry Bright deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Member profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Merry Bright may discontinue any party’s participation in the Website or the Services at any time for any reason or no reason.

18. Remedies for Violations. Merry Bright reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular internet address to this Website and any other Merry Bright Websites and their features.

19. Governing Law and Jurisdiction. The Terms of Use are governed by and construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws and any action arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in the State of New York in the County of New York and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.

20. Privacy. Your use of this Website is subject to Merry Bright’s Privacy Policy.

21. Severability of Provisions. These Terms of Use incorporate by reference any notices contained on the Website and the Privacy Policy and constitute the entire agreement with respect to access to and use of the Website, and the Content and the Services. If any provision of these Terms of Use is deemed unlawful, void or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

22. Modifications to Terms of Use. Merry Bright reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on the Website and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of the Website after any such changes constitutes your consent to such changes.