Terms & Conditions

Introduction

Please read and understand the following terms and conditions ("Terms & Conditions") regarding the use of this website operated by 2539258 Ontario Ltd., carrying on business as Key of E Music (“Key Of E Music”) (the website, its content, the service it provides, the information provided therein, the associated music files, any graphics, artwork or other components, are collectively referred to as the “Website”).

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. Key Of E reserves the right to update or modify these Terms and Conditions at any time without prior notice. For this reason, we encourage you to review this Agreement whenever you access or use this site. If User does not agree to all Terms & Conditions, please do not use the Website.

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.

To download the contained music files within the site, you must create an account. Use of any Music and audio recordings from this website is subject to the Music Licence Agreement, and any creation of a derivative work is prohibited.

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 And 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 Website 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 of 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.

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) and international treaties.  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 and Conditions.  User is liable for any unauthorized use of the content without Key Of E Music's authorized written consent.  All licences granted via the Website must be approved and paid in full before music may be broadcast or streamed, distributed or exploited. Subject to obtaining the proper and appropriate licence, User may download, edit, use and re-use music files in User's audiovisual production in accordance with Music Licence Agreement.  User shall indemnify Key Of E Music against any costs, damages, losses, expenses, and all other claims arising from User's breach of the Terms And Conditions.

Website Usage

Key Of E Music grants User a non-exclusive limited temporary user license to access the Website for purposes of auditioning, assessing, researching, and downloading music, provided User does not abuse, modify, nor commercially exploit the Website outside of the Terms And Conditions and Music Licence 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.

User agrees that you have no right to use the music files that can be downloaded from the Website until you execute the Key Of E Music Music Licence Agreement and fulfill payment arrangements and other related obligations.  

If User knows or believes anyone has infringed the copyright of content on the Website, or has misused the Website in any way, User must notify us in writing immediately.

Services

User can audition, register an account, download and license the music files located on the Website to synchronize in audio-visual productions, subject to account approval, agreement to the Terms and Conditions, and execution via online agreement of the Music Licence 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 and Conditions, User consents to receiving communications from Key Of E Music electronically.  Notices of communication from Key Of E Music will be posted on the 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.

Disclaimer Of Warranties, Representations, Covenants

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 “as is” and “as available”, 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.

No Liability

Key Of E shall not be liable for any consequential, direct, incidental, indirect, punitive, or special damages related to the use of, inability to use, or errors or omissions in the content and operations of the Website, even if Key Of E has been advised of the possibility of such damages. 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. User’s agreement with these Terms And 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.

Indemnification

User agrees to indemnify, defend, and hold Key Of E and all of its agents, directors, employees, information providers, licensors and licensees, officers, and parent (collectively, "Indemnified Parties"), harmless from and against any and all liability and costs (including, without limitation, legal fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by User of these Terms and Conditions of Use or the foregoing representations, warranties, and covenants. User will cooperate in Key Of E’s defence of any claim. Key of E reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and USer shall not in any event settle any matter without the written consent of Key Of E.

Service Changes

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

Waiver

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

Jurisdiction

The Terms And 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.