Terms & Conditions

Introduction

Please read and understand the following terms and conditions ("Terms & Conditions") regarding the use of this website (the website, it's content, the service it provides, the information provided therein, the associated music files, any graphics, artwork or other components, collectively the "e;Website"e;) and Key Of E Music.

By using this website, you (the "User") agree to and accept all the Terms & Conditions, must be 18 years of age or older, and have the full power and right to license music for a production. If User does not agree to all Terms & Conditions, please do not use the Website.

These Terms & Conditions, in conjunction with but not limited to our Privacy Policy and Music License Agreement, shall govern User's use of the Website. User agrees to ensure the same conditions are met by anyone using User's Key Of E Music website account and the files downloaded via User's account.

Key Of E Music reserves the right to change, modify, terminate, suspend or discontinue all or part of the website, content, and/or service for any reason at any time without notification to User, and accepts no liability from User and/or third parties associated with User. User's use and continued use of the Website shall be deemed acceptance of the existing Terms & Conditions and any existing modifications of the Terms & Conditions. Any changes to the Terms & Conditions or Privacy Policy will be posted on the Key Of E Music website.

To download the contained music files within the site, you must create an account.

Key Of E Music will use User's information provided to us by User to determine validity of the information and to verify User's identity. User is solely responsible for the accuracy and lawfulness of the information provided.

Key Of E Music reserves the right to suspend User's access to the materials on the Website without notice if a breach of the Terms & Conditions is deemed to have occurred.

Key Of E Music has no control over external links to this website or the validity of such links, nor does Key Of E Music accept any liability in respect to data collection or computer damage or use practices or other which may result from using such links.

Key Of E Music takes commercially reasonable steps to establish security, including using secure SSL encryption and external payment processing to an established third party, however User provides User's information to the site at User's own risk. Key Of E Music accepts no liability in respect to any information User provides to us via the website due to the general nature of Internet security and the potential unauthorized third party intrusion and breach of confidentiality.

All services, function, and content of this site are provided "as is" without warranty of any kind unless specifically mentioned on the site.

Use Of Proprietary Rights

All content, music, digital files, logos, information, artwork, text, graphics and design are copyrighted materials and are intellectual property either of Key Of E Music or licensed to Key Of E Music, protected under Copyright Act (Canada). Any use of this Website and its contents are licensed (not sold) to User, and User has no claim to ownership, nor any ancillary, commercial or other use outside of the Terms & Conditions and Music License Agreement. User is liable for any unauthorized use of the content without Key Of E Music's authorized written consent if such unauthorized use has been deemed to have occurred through User negligence. All licenses must be approved and paid in full before music may be broadcast or streamed, distributed or exploited. Subject to obtaining the proper and appropriate license, User may download, edit, use and re-use music files in User's audio-visual production in accordance with Music License Agreement. User indemnifies Key Of E Music against any cost, damage, loss, expense, and all other claims arising from User's breach of the Terms & Conditions.

Site Usage

1. Key Of E Music grants User a non-exclusive limited temporary user license to access the Website for the purposes of auditioning, assessing, researching, and downloading music, provided User does not abuse, modify, nor commercially exploit the Website outside of the Terms & Conditions and Music License Agreement. User agrees to not use the Website for fraudulent purposes, or use in a way that is unlawful, offensive, abusive, indecent, defamatory, obscene, or infringing on intellectual property or privacy in any way. User will not use Website in any way which puts it at risk of data corruption, viruses, spam, mass emailing, or utilizes or applies framing techniques, places Website or part of Website within the frame of another website, or use in any way that will cause or will be likely to cause interruption to Website's service, cause damage to Website, or impair Website in any way. Website, in whole or in part, may not be copied, distributed or re-distributed, or subject to "deep link" pages, data mining, or anything that renders the site or its contents misleading in any way.

2. User must be 18 years or older in age to use the site and its associated services.

3. You the User agree you have no right to use the contained music files until you execute the Key Of E Music Music License Agreement and fulfill payment arrangements and other related obligations. For broadcast television, a cue sheet is required at final delivery of a program using Key Of E Music.

4. If User knows or believe anyone has infringed on the copyright of materials within the site, or have misused the site in any way, User must notify us in writing immediately.

Services

User can audition, register an account, download and license the music files contained within the Website to synchronize in audio-visual productions, subject to account approval, agreement to the Terms & Conditions, and execution via online agreement of the associated Music License Agreement. Approval of the creation of your account is solely at the discretion of Key Of E Music.

Electronic Correspondence

Any electronic correspondence between Key Of E Music and User, including but not limited to email, shall be considered written notice to satisfy any legal requirements of such communications to be in writing. By agreeing to the Terms & Conditions User consents to receiving communications from Key Of E Music electronically. Notices of communication from Key Of E Music will be posted on Website or sent to User via email. Email will be sent to original User contact via the email address provided by User when registering User’s Key Of E Music account, and it is the responsibility of User to notify Key Of E Music in writing should the email contact address change.

Confidentiality Of Information

Any correspondence between Key Of E Music and User shall remain confidential, and each party shall endeavour to prevent the disclosure or dissemination of that confidential information, unless otherwise provided for within these Terms & Conditions.

Website Access

Key of E Music shall take commercially reasonable steps to keep the website up and running at all times, without interruption and without technical error. However, User agrees and excepts that this is not always possible and understands maintenance, repair, modification to and/or security breach of the site may occasionally happen, and as such User may be subject to occasional restriction or suspension of access. You must not scrape, hack or try to gain unauthorized access to intellectual property and/or data owned by Key Of E Music, its customers, affiliates, directors, officers, employees, suppliers, subsidiaries, lenders, investors, and/or parent company.

Music Availability

If, in an extremely rare event or circumstance that is beyond our reasonable control, any music files become unavailable for licensing, that will not constitute a breach of this agreement by Key Of E Music. User will be notified by email of a list of files that have become unavailable and it is the responsibility of User to make every reasonable effort to ensure the music is not used in any final versions of the User project. Key Of E Music will make best efforts to provide an alternative music version, or failing approval by User, Key Of E Music refund User for the full purchase price of the license(s). Email will be sent to original User contact. It is the responsibility of User to notify Key Of E Music should the email contact address change.

Representations, Disclaimer Of Warranties, Covenants

User represents and warrants that User has full right, power and authority to agree to and comply with the Terms & Conditions, and can and will perform its obligations. User also agrees to comply with all laws pertaining to use of the Website and copyright law.

Key Of E Music makes no warranties or representations of any kind with respect to the Website, its content, information, graphics, artwork, and/or music files, or any other such components of the service and its content. All content, products, services, information, materials etc are provided "e;as is"e; and "e;as available"e;, without any warranty of any kind, whether expressed, implied, written, or via oral communication. If User is not satisfied in any way with the Website experience, User should discontinue use of the Website. By accepting these Terms & Conditions, User agrees to never seek any damages from Key Of E Music or any of it’s affiliates and associates.

Liability

1. Key Of E Music accepts no liability for any freely accessed content and information changes on our website

2. Key Of E Music accepts no liability for failure to maintain website

3. Users agreement with these Terms & Conditions constitutes a full and general release of liability for any claims or loss or damage either directly or indirectly arising from any interaction with the Website. Key Of E Music excepts no liability by User or User's affiliates for any losses (including but not limited to) damages, loss of profits, income, revenue, goodwill, reputation, individual and consequential losses, special losses, loss of commercial contracts, commercial opportunities arising from non-fraudulent representation, all warranties and conditions and the Terms & Conditions, whether caused by Key Of E Music or Key Of E Music's suppliers' negligence or otherwise in connection with the Website.

These limitations of liability apply even if Key Of E Music and its affiliates, directors, officers, employees, suppliers, subsidiaries, lenders, investors, and/or parent company has/have been advised of the possibility of such damage. Any such liability as determined by a court of law shall be limited to the amount of fees paid by User to Key Of E Music for use of the Website, without interest or added fees of any kind.

Service Changes

Key Of E Music reserves the right to modify, amend, improve, or suspend Website services and Terms & Conditions at any time, without giving notice.

Rights Of Third Parties

The Terms & Conditions, in conjunction with the Music License Agreement if applicable and the Privacy Policy, shall be deemed to constitute the entire agreement between User and Key Of E Music and exclude third-party reliance, application, and/or benefit, and is strictly between Key Of E Music and you the user.

Independent Validation

All Terms & Conditions and any sub-clauses shall be deemed and construed independently of each other. If any Terms & Conditions are deemed unenforceable, all other Terms & Conditions shall not be affected.

Waiver

Any inaction by Key Of E Music to enforce the accrued rights set out in the Terms & Conditions shall not be interpreted, construed, or deemed to be a waiver of any or all of our rights and/or Terms & Conditions unless acknowledged in writing by Key Of E Music.

Events Not Within Our Control

Key Of E Music shall not be liable for failure or delay to meet any obligations under these Terms & Conditions if arisen out of causes or events which are not within our reasonable control.

Constitution Of Agreement

This agreement in no way infers or constitutes a partnership, joint venture, or agency between the parties, including but not limited to Key Of E Music, its composers, suppliers, and/or the Website User. User agrees the Terms & Conditions will be the exclusive jurisdiction of the Federal Court (Canada) in Ontario, and any legal proceedings arising out of the Terms & Conditions and/or the Music License Agreement will be brought forth in the exclusive jurisdiction.

User Compliance

User agrees to comply with all applicable laws, regulations, and statutes regarding use of the Website.

Assignment

The Terms & Conditions are not assignable, transferrable, or sub-contractable by User. Key Of E Music reserves the right to assign their rights and obligations of this agreement without giving notice to User.

Jurisdiction

The Terms & Conditions shall be interpreted, governed by, and enforced in accordance with the laws of Ontario and the laws of Canada applicable therein, and Ontario courts shall have exclusive jurisdiction.

User waives any lack of personal jurisdiction defended and non-conveniens forum. The parties waive trial by jury in any action or proceeding arising in relation to this agreement, and prevailing party shall be entitled to receive reasonable compensation and recovery of any costs arising from any action, including all legal fees.