|| Last Updated: SEPTEMBER 16, 2014
PURPOSE OF PUBLIC PORTIONS OF HFA ONLINE. The Public Portions provide General Users with a source of information regarding the licensing of music and services available through HFA, as well as the ability to request mechanical licenses for the use of music through our Songfile licensing facility and synchronization licenses for the use of music through our eSynch licensing facility. HFA may from time to time offer such other services through the Public Portions as HFA may determine in its discretion. If you wish to obtain more information about HFA, Songfile, or eSynch, please contact HFA's Client Services Department at clientservices@HarryFox.com.
PUBLIC LICENSE; LIMITATIONS.
No Authority to Use Non-Public Portions of HFA Online. Only individuals authorized by HFA and authorized individuals acting on behalf of individual music publisher organizations currently affiliated with HFA (including any related and administered publishing companies represented by or through such organizations) ("Publishers") or acting on behalf of individual licensee organizations for which HFA has established and currently maintains an HFA licensing account (including any related and administered music companies represented by or through such organizations) ("Licensees") and who have been assigned a currently valid username and password for the Non-Public Portions may access and use the Non-Public Portions (each, a "Registered User"). As a General User, you are not authorized to access the Non-Public Portions of HFA Online (unless you are also a Registered User).
ACCESS AND AUTHORITY TO USE SONGFILE AND ESYNCH.
Your Songfile and eSynch Username and Password. You agree to use your Songfile and eSynch username and password and access to Songfile or eSynch only to conduct business on behalf of yourself or, if applicable, the organization you represent. You further agree that you will not transfer, assign or sell your username or password to any other person, even within your organization, or permit the use thereof by anyone else under any circumstance. HFA will not be liable in the event of the loss of a username or password or the misuse by anyone of a username or password. It is your sole responsibility to secure and maintain your username and password and to keep current any personal or business information provided to HFA. You agree that you will (1) log out and close down access to Songfile at the end of each Songfile session; (2) log out and close down access to eSynch at the end of each eSynch session; and (3) immediately notify HFA of your loss, or any unauthorized use of, your username and/or password, or any other breach of security. You have the option to change your password as often as you wish by creating a new password. It is recommended that you change your password at least once every 60 days.
Authority to Transact Business Through Songfile and eSynch. By accessing and conducting transactions through Songfile and eSynch, each Songfile/eSynch User is representing and agreeing that such Songfile/eSynch User has the full right and authority to engage in such transactions, including without limitation any associated credit card transactions, and to enter into binding licensing and other agreements, on such Songfile/eSynch User's own behalf and/or on behalf of any organization such Songfile/eSynch User purports to represent in connection with such transactions, and assumes full responsibility for all such transactions and agreements. Each Songfile/eSynch User further represents and agrees that such Songfile/eSynch User will review all license terms that will govern the license(s) requested by such Songfile/eSynch User through Songfile or eSynch, as applicable (sometimes referred to as a "sample license").
As an eSynch User, you are entitled to access streams of songs made available on eSynch but you may not download, copy, forward or make any other use of a song unless you are expressly authorized to do so by HFA. Songs streamed and downloaded from eSynch may only be used for testing, presentation and/or research with a view to possible usage by you in the audio-visual productions specified in your eSynch License Agreement.
CHANGES TO LICENSES. From time to time, a license requested to be issued or issued through the Public Portions may be updated or amended as a result of changes in the respective licensing interests and/or HFA representation. In addition, HFA reserves the right to amend or void a license in the event that HFA determines such license to have been improperly issued, issued on the basis of a false, misleading or otherwise improper application and/or issued to a party not eligible to obtain licenses through HFA.
CHANGES TO ORGANIZATION'S RELATED ENTITIES. In some cases HFA may be notified of a change in the particular entities or catalogs owned or administered by, or related to, a Publisher. HFA reserves the right to make appropriate changes to its Databases and ongoing licensing practices to reflect such a change in relationship. For example and without limitation, in the case where a Publisher is acquired or becomes administered by another Publisher that acts as a "top level" Publisher (i.e., controlling organization) according to HFA's records, certain licensing authorizations of the newly acquired or administered Publisher may be adjusted to reflect the licensing authorizations of the "top level" Publisher.
INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS.
Copyright. All Materials included on HFA Online (including the compilation, selection, coordination, arrangement and enhancement of all Materials) are the property of HFA, its suppliers or its licensors and are protected by U.S. and international copyright laws, and you acknowledge that these rights are valid and enforceable. All Associated Software is the property of HFA and/or its software suppliers and protected by U.S. and international copyright laws. You may not remove or obscure any copyright or other proprietary notices contained on HFA Online or in the Materials.
Trademark. www.HarryFox.com, HarryFox.com, harryfox.com, www.harryfox.com, Songfile, eSynch and other marks indicated throughout HFA Online including the abbreviation "HFA," the splash screen and other graphics, logos, page headers, button icons, scripts, and service names (collectively, the "Marks") are trademarks, service marks and/or trade dress of HFA or third parties. You are not permitted to use any Marks without the prior written consent of HFA or such third party that may own such Marks.
Patent. HFA Online and/or portions thereof may be protected under patent law and may be the subject of issued patents and/or patent pending applications.
DIGITAL MILLENNIUM COPYRIGHT ACT - NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT. HFA has registered as an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "DMCA") and avails itself of the protections under the DMCA. HFA reserves the right to remove any content from HFA Online, including without limitation any content alleged to infringe any third-party copyright. If you believe in good faith that any of the Materials hosted by HFA on HFA Online infringes your copyright, you (or your agent) may send us a notice requesting that the allegedly infringing Material be removed, or access to it be blocked. The notice must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on HFA Online are covered by a single notification, a representative list of such works); (3) identification of the Material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow HFA to locate the Material on HFA Online; (4) the name, address, telephone number and email address (if available) of the complaining party; (5) a statement that the complaining party has a good faith belief that use of the Material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by HFA against you, the DMCA permits you to send HFA a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C 512(c)(3) for details). Notices and counter-notices with respect to HFA Online should be directed by email to DMCA@HarryFox.com, or by regular mail to General Counsel/Copyright Agent, The Harry Fox Agency, Inc., 40 Wall Street, 6th Floor, New York, NY 10005, Attn: DMCA Notice, or by telephone at 212-370-5330. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
THIRD-PARTY WEBSITES. HFA Online may contain links to websites of third parties that are not under HFA's control. HFA makes no representations of any kind regarding the content of such third-party websites and you hereby irrevocably waive any claim against HFA with respect to such websites. You agree that any time you access a third-party website that is linked through HFA Online, you do so at your own risk. HFA is not responsible for the accuracy or reliability of any information or materials contained on any third-party websites. HFA allows links to other websites merely as a convenience to you. Any comments regarding any of these other websites, including the materials and resources contained on them, should be directed to the entity whose website contains these materials or resources. However, HFA requests that it be copied on any complaint addressed to any of these third-party websites.
THIRD-PARTY PRODUCTS AND SERVICES. From time to time, HFA may have the opportunity to offer you products and services from outside vendors at discounted prices and through special arrangements. Please be aware, however, that HFA cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about the products and services directly to the relevant vendor. Also, please note that in some cases, HFA may receive a referral fee from the vendor for making the goods and services available to you. By taking advantage of the offer made available through HFA, you are agreeing to any such fee arrangement.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; RELEASE.
General Disclaimers. HFA PROVIDES HFA ONLINE AND THE MATERIALS "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. HFA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. HFA DOES NOT WARRANT THAT YOUR USE OF HFA ONLINE OR THE PUBLIC ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT HFA ONLINE, THE SERVER(S) ON WHICH HFA ONLINE IS HOSTED OR THE ASSOCIATED SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE HFA ONLINE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF HFA ONLINE AND THE ASSOCIATED SOFTWARE AND YOUR RELIANCE THEREON.
Although we attempt to ensure the integrity of HFA Online, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which HFA Online's completeness or correctness is in question, please contact our Client Services Department at clientservices@HarryFox.com and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on HFA Online, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Digital Millennium Copyright Act - Notification Of Alleged Copyright Infringement," above.
HFA hopes and believes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting or other professional advice on any subject matter. In addition, HFA strives to provide accurate information, but HFA is not engaged in providing legal, accounting or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional.
Disclaimers Regarding the Databases. DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO HFA BY ITS PUBLISHERS, LICENSEES AND OTHERS. HFA MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH HFA ONLINE. HFA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES.
In some cases, the copyright ownership information shown for a song may not reflect actual copyright ownership of a song, or may no longer be current. Songs listed in HFA's database may not be fully represented or represented at all by HFA, and may not be licensable through HFA.
Limitation of Liability. A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE MATERIALS; (2) THE UNAVAILABILITY OF HFA ONLINE, OR ANY FEATURES THEREOF, OR ANY MATERIALS; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF HFA ONLINE OR THE MATERIALS; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF HFA ONLINE, THE MATERIALS OR YOUR DATA BY AN EMPLOYEE OR ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD.
"COVERED PARTY" MEANS (1) HFA, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF HFA OR ITS AFFILIATES; AND (2) EACH THIRD-PARTY SUPPLIER OF MATERIALS, THEIR AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF ANY THIRD-PARTY SUPPLIER OF MATERIALS OR ANY OF THEIR AFFILIATES.
SUBJECT TO THE MORE SPECIFIC DISCLAIMERS OF ALL LIABILITY SET FORTH ABOVE, A COVERED PARTY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH HFA ONLINE, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE AGGREGATE LIABILITY OF THE COVERED PARTIES FOR ACTUAL DIRECT DAMAGES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO HFA ONLINE OR ANY MATERIALS SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT OF ACTUAL DIRECT DAMAGES INCURRED BY YOU.
Release. HFA ACTS MERELY AS AN INTERMEDIARY IN THE LICENSING PROCESS ON BEHALF OF DISCLOSED PUBLISHERS AS AN AGENT AND IS NOT A PRINCIPAL IN ANY TRANSACTION BETWEEN A PUBLISHER AND LICENSEE. WHERE HFA HAS ACTED AS AN AGENT, HFA AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF A PUBLISHER OR LICENSEE OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE PUBLISHERS AND/OR ONE OR MORE LICENSEES.
TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS:
(GENERAL RELEASE - CLAIMS EXTINGUISHED.) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
LEGAL NOTICES UNDER CALIFORNIA LAW. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
Pricing Information. Current fees for our services may be obtained by contacting HFA's Client Services Department, at clientservices@HarryFox.com or 212-834-0100. HFA reserves the right to change its fees or to institute new fees at any time.
Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
JURISDICTIONAL ISSUES. HFA Online is controlled and operated by HFA from its principal office in the State of New York, U.S.A., and is not intended to subject HFA or any of its affiliates, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the State and County of New York and the United States of America. You and the organization you represent agree to submit to the exclusive jurisdiction of any state or federal court located in the State and County of New York, and waive any jurisdictional, venue or inconvenient forum objections to such courts. HFA does not represent or warrant that HFA Online, the Materials or any specific features or services that may be accessible through HFA Online are appropriate or available for use in any particular jurisdiction. Those who choose to access HFA Online and the organizations they represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. HFA may limit the availability of HFA Online and/or specific features or services of HFA Online with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion.
The Associated Software is further subject to United States export controls. No Public Associated Software may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any Associated Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.