Effective Date: May 13, 2008
1. Introduction. "We", "us" and "our" refer to Sonoma Wire Works. A "Visitor" is a person who is browsing this Website without being registered; and a "Member" is a person who has registered on this Website or participates on Sonoma's social networking community pages like Facebook. "User" or "you" means both a Visitor and a Member. Music and comments that you post to Sonomawireworks.com, RiffWorld.com, and within the RiffWorks online collaboration interface (RiffLink) are collectively referred to as "User Content". Each User and Sonoma Wire Works are sometimes referred to herein individually as a "Party" or collectively as "the Parties". RiffWorld.com enables Visitors to browse, post comments, and vote for contest entries; and enables Members to post songs, collaborate in creating music, create a Member Profile and enter RiffRumble contests. Sonoma Wire Works reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of this Website at any time, without notice. Each User is solely responsible for the selection of, use of, and payment for any telecommunications, Internet access, and other systems and services required in order to access this Website.
2. What you may do with the music on RiffWorld.com. You may only use the music that you find on RiffWorld.com in accordance with the Creative Commons license that applies to each work. For example, if a work is posted under a Creative Commons Attribution-Noncommercial-No Derivative Works license (http://creativecommons.org/licenses/by-nc-nd/3.0/), you may copy, distribute, and transmit the work for noncommercial purposes provided that you: (a) attribute the work in the manner specified by the author or licensor; (b) do not alter or transform the work, and (d) otherwise use the track in accordance with the terms of the Creative Commons Attribution-Non-Commercial-No Derivative Works license. Music posted to public collaborations on RiffWorld.com is licensed under Creative Commons Attribution-Noncommercial Share Alike license (http://creativecommons.org/licenses/by-nc-sa/3.0/), which allows you to copy, distribute, and transmit the work, and to adapt, remix, add to and create derivative works for noncommercial purposes provided that you: (a) attribute the work in the manner specified by the author or licensor; (b) publish and distribute the resulting work only under the same or similar license.
Different Creative Commons licenses may apply to different music made available at RiffWorld.com. You must use each work in accordance with its license terms. For this reason, you must check the Creative Commons license that applies to each work before you use it so that you know what you can and cannot do with it. By using RiffWorld.com, you agree that you are solely responsible for your use of any and all music made available at RiffWorld.com. You also acknowledge that under all Creative Commons licenses, you are granted a license to use the works only; all rights not expressly granted under the terms of the license are reserved to the creator. You represent and warrant to Sonoma Wire Works that you will use any and all music made available at RiffWorld.com only in accordance with the applicable license.
For the avoidance of doubt, you must attribute all music in the manner required by the author or licensor and in accordance with the terms of the applicable Creative Commons license; and you must not remove or alter any copyright, trademark, name or other notice or legend that appears in connection with such music.
3. Music Which you Post to RiffWorld.com Must be Covered by a Creative Commons License. You may only post music to RiffWorld.com that you have the right to post and license under a Creative Commons Non-Commercial license. For example, this means that you can only post music that you yourself create, music that is in the public domain, or any other material that you have the express permission to use and license to the world, for example, under a Creative Commons Attribution-Noncommercial-No Derivative Works license or a Creative Commons Attribution-Noncommercial Share Alike license. For the avoidance of doubt, materials that infringe the rights of any third party (i.e., materials used without express permission of the copyright owner) may not be posted.
By submitting music to RiffWorld.com, you represent and warrant to Sonoma Wire Works that you have the necessary rights and authority to post the music to the RiffWorld.com Website and license it to the world under the Creative Commons license that you apply to that music.
4. Your Conduct in the Discussion Forum. Sonoma Wire Works offers the discussion forums and comment areas on RiffWorld.com and Sonomawireworks.com for you and other Users to discuss music on RiffWorld.com and recording using RiffWorks and RiffLink, and related issues. You may only use the discussion forums and comment areas to post messages that are related to the purpose for which the forum is made available and comply with this User Agreement. The following are examples of items that are prohibited from being posted.
- Material that you do not have the right to post, for example, under intellectual property, confidentiality, privacy or other applicable laws.
- Unsolicited or unauthorized materials, including advertising or promotional materials, "junk mail," "spam", "chain letters", "pyramid schemes", or any other form of unsolicited or unwelcome solicitation or advertising.
- Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the RiffWorld.com Website or servers or networks connected to the RiffWorld.com site, or that disobeys any requirements, procedures, policies or regulations of networks connected to the RiffWorld.com site.
- Material that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful, discriminatory, false, misleading, incites an illegal act, or is otherwise in breach of your obligations to any person or contrary to any applicable laws or regulations.
5. Other Warranties Applicable to User Content. By posting User Content, User represents and warrants that: (i) User owns the rights to such User Content or (ii) has obtained written permission from the owner of such material to post it on this Website; (iii) the posting of your User Content does not violate the privacy rights, publicity rights, copyright, other intellectual property rights, contract rights, or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any User Content posted by you on this Website.
6. Licenses Granted for User Content Not Subject to Creative Commons License. The following license grants apply to posted material that is not subject to a Creative Commons license, and to User comments posted in a forum. User hereby grants Sonoma Wire Works an irrevocable, perpetual, non-exclusive, sublicensable, fully-paid, royalty-free, worldwide license to reproduce, adapt, distribute, display, and perform, all of any portion of the User Content posted on this Website that is not covered by a Creative Commons license. User hereby grants to other Users of this Website an irrevocable, perpetual, non-exclusive, fully-paid, royalty-free, worldwide license to reproduce, adapt, distribute, display and perform all or any portion of such User Content that is not covered by a Creative Commons license. Each User agrees to limit its use of the User Content provided by other Users (that is not covered by a Creative Commons license) to the license granted in the immediately preceding sentence.
7. Sonoma Wire Works Ownership of Materials and Trademarks; No Implied Licenses.
All materials made available on this Website (other than User Content) ("Materials"), including the Website design, text, graphics, icons, interfaces, and the selection, arrangement, and organization thereof, is the copyrighted work of Sonoma Wire Works and/or its suppliers or licensors. Sonoma Wire Works grants you permission to copy such Materials excluding any software code, only for your own personal use in connection with your use of this Website and not for distribution, provided that each copy (i) is solely for informational, non-commercial use in connection with your use of this Website or our products and is not modified or revised in any manner, and (ii) plainly displays all copyright and other proprietary notices, in the same form and manner as on the original.
RiffWorks, InstantDrummer, RiffWorld, RiffCast, RiffCaster, RiffRumble and RiffLink and the names of Sonoma Wire Works products referenced herein are trademarks or registered trademarks of Sonoma Wire Works. All other brands and product names may be trademarks of their respective owners.
All intellectual property of Sonoma Wire Works and its suppliers and licensors is protected under U.S. and worldwide copyright, patent, trademark, and other intellectual property laws and international treaty provisions.
User does not have any right to use, copy, display, perform, create derivative works based upon, distribute, have distributed, transmit, or sublicense any of the Materials or User Content on this Website, except as expressly permitted by this User Agreement. You are not granted any implied rights under any patents, copyrights, trademarks, trade secrets, or other intellectual property rights belonging to Sonoma Wire Works or its suppliers or licensors.
8. Ownership of and Responsibility for User Content. You are solely responsible for the User Content that you post on this Website, and any material or information that you transmit to other Users and for your interactions with other Users. Sonoma Wire Works is not responsible in any way for such User Content, and Sonoma Wire Works does not review such User Content. User or other owner shall retain ownership of the User Content that User posts at this Website (including all intellectual property rights relating thereto). User agrees not to post on this Website or Sonoma's social networking pages, like Facebook, any information or material which violates or infringes anyone's intellectual property rights, or which is obscene, defamatory, racist, lewd, violent, harassing, inflammatory, insulting or otherwise objectionable. User must evaluate, and bear all risks associated with the use of, any User Content posted by other Users, including any reliance on the accuracy, completeness, or reliability of such User Content.
9. Right to Modify This Website. Sonoma Wire Works may, at any time: (a) modify, suspend or terminate the operation of or access to this Website or any portion of this Website for any reason; (b) modify or change this Website or any portion of this Website; (c) change fees (if any) charged for access to portions of this Website or participation in any services provided by this Website; (d) interrupt the operation of this Website or any portion of this Website, as necessary. Sonoma Wire Works will make reasonable efforts to notify you in advance about any modification, suspension, termination, or change in fees, but is not obligated to do so.
10. Links to Third-Party Websites. When you use this web site, you might be given the opportunity to link to third-party website(s). These third-party web sites are not operated by Sonoma Wire Works, and Sonoma Wire Works does not have any control over any of the information or programs or any other materials included on such web sites, and makes no representations about the accuracy or contents of any material available there. Links are not intended to imply sponsorship, affiliation, or endorsement. You may be required to agree to additional terms and conditions in order to access information or services from these third-party web sites.
11. Linking to the Sonomawireworks.com and RiffWorld.com Websites. User may create a plain text hyperlink to the Home Page of the Websites and to the posted music on RiffWorld.com using the RiffWorld flash player, provided that neither you nor the link portrays this Website or any or the Materials or User Content provided on this Website in a false or disparaging manner or suggests sponsorship, affiliation, or endorsement by or with Sonoma Wire Works or this Website. Sonoma Wire Works may revoke this permission at any time for any reason or no reason upon written notice to you. You may not "frame", inline link, hotlink, or use any other form of linking that would make any of the Materials or User Content from this Website appear to be available exclusively on the linking site.
12. Registration to be a Member. In order to access certain features and services provided by this Website, a User must register to be a Member by completing the on-line registration form. Some membership level(s) may be free, while other membership level(s) may require payment of a monthly or annual fee. As part of the registration process, the Member will have the opportunity to opt-in to receive our newsletter(s).
13. Termination of Membership.
(a) By Member. A Member may terminate his/her membership by rejecting a new version of this User Agreement that contains a material change. In that situation, a pro-rata refund of the pre-paid and unused portion of any membership fee will be given within sixty (60) days after the termination.
(b) By Sonoma Wire Works. Sonoma Wire Works may terminate a Member's membership (including removal of the Member's profile) and terminate a User's right to access or use this Website, with or without cause, without notice, and without any liability to you; but Sonoma Wire Works will use reasonable efforts to provide notice to you at the e-mail address on file. In the event of termination of a Member's membership other than for cause, a pro-rata refund of any pre-paid membership fee will be made as stated in Paragraph (a) of this section.
(c) Effect of Termination. Upon expiration or termination of your membership, permission for a User to access this Website, or of this User Agreement, the User must pay in full and within thirty (30) days any outstanding fees owed to Sonoma Wire Works.
(d) Survival. Any obligations and duties which by their nature extend beyond the expiration or termination of a membership or this User Agreement shall survive its termination or expiration.
15. Digital Millennium Copyright Act Compliance. Sonoma Wire Works may disable access to or remove from this Website any User Content that Sonoma Wire Works believes to be infringing (whether or not Sonoma Wire Works is in fact correct in its assessment) or which is the subject of a notification duly sent to Sonoma Wire Works' Copyright Agent pursuant to the Digital Millennium Copyright Act. If you believe that the User Content posted by another User infringes your United States copyright, please notify Sonoma Wire Works' copyright agent and provide the following information:
i. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright.
ii. An identification of the copyrighted material claimed to have been infringed.
iii. A detailed description of the material that you claim is infringing, including the URL where the allegedly infringing material appears, so that Sonoma Wire Works will be able to locate it.
iv. Your address, telephone number, and e-mail address.
v. A statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the owner of the copyright, the owner's agent, or the law.
vi. A statement, made under penalty of perjury, by you that the above information is accurate and that you are authorized to act on behalf of the owner of the copyrighted material claimed to have been infringed.
Sonoma Wire Works' Copyright Agent is and can be reached at:
101 First Street #587
Los Altos, CA 94022
Telephone: (650) 948-2003
Fax: (650) 948 0740
It is the policy of Sonoma Wire Works to terminate, in appropriate circumstances, the rights of any User who is a repeat infringer to access or use this Website. If you believe that Sonoma Wire Works has mistakenly disabled access to or removed your User Content that is non-infringing, you may contact Sonoma Wire Works' Copyright Agent, in which case Sonoma Wire Works will provide you with a copy of the notification or the basis for Sonoma Wire Works' action, to help you resolve the matter directly with the copyright owner. Under no circumstances may Sonoma Wire Works be held liable for removing or disabling access to any User-generated material.
16. Additional Grounds for Rejection or Removal of User Content. Sonoma Wire Works reserves the right to refuse to post or to remove any User Content which, in the sole discretion of Sonoma Wire Works, is considered to be obscene, lewd, lascivious, offensive, excessively violent, harassing, illegal, inflammatory, insulting, violates the rights of any person or entity, harms or threatens the safety of any person or entity, is inconsistent with community values, or is otherwise objectionable. Sonoma Wire Works further reserves the right to deny access to this Website and/or to Sonoma's social networking pages to any User who posts such material or who otherwise fails to abide by the terms of this User Agreement. Sonoma Wire Works assumes no responsibility for monitoring the User Content posted to this Website and/or to Sonoma's social networking pages. If at any time Sonoma Wire Works chooses, in its sole discretion, to monitor the User Content posted to this Website and/or to Sonoma's social networking pages, Sonoma Wire Works nonetheless assumes no responsibility for the User Content, no obligation to refuse to post or to remove any inappropriate User Content, and no responsibility for the conduct of the User submitting any such User Content.
17. Indemnification. Each User ("Indemnitor") agrees to indemnify, defend and hold harmless Sonoma Wire Works and its directors, officers, agents and employees (each an "Indemnified Party" and collectively "Indemnified Parties") from and against any liability, damage, loss, cost or expense (including legal expenses and the expenses of other professionals) as incurred, in connection with any third-party claim, demand, or action ("Claim") brought against any of the Indemnified Parties (i) alleging facts or circumstances that would constitute a breach by Indemnitor of any provision of this User Agreement; (ii) the posting of any User Content that infringes or misappropriates a third party's intellectual property rights; or (iii) arising from or related to Indemnitor's use of this Website and/or to Sonoma's social networking pages or the services provided on this Website and/or to Sonoma's social networking pages. Indemnified Party shall promptly notify Indemnitor in writing of any Claim that it becomes aware of that may be covered by this Indemnification provision. Sonoma Wire Works may, in its sole discretion, control the disposition of any Claim covered by this Indemnification provision, at Indemnitor's sole cost and expense. Without limiting the foregoing, Indemnitor may not settle, compromise, or in any other manner dispose of any Claim without the written consent of Sonoma Wire Works.
18. No Warranty. THIS WEBSITE AND THE MATERIALS ACCESSIBLE FROM OR ON THIS WEBSITE ARE PROVIDED "AS IS" WITH NO WARRANTY AT ALL, AND ON AN "AS AVAILABLE" BASIS. SONOMA WIRE WORKS EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIALS. USER ACKNOWLEDGES THAT SONOMA WIRE WORKS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES RELATING TO ANY USER CONTENT.
19. Limitation of Liability.
(a) Liability of Sonoma Wire Works. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SONOMA WIRE WORKS NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING (BUT NOT LIMITED TO) DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, OR THE USE OR THE INABILITY TO USE THIS WEBSITE OR ANY SERVICE PROVIDED BY THE WEBSITE, EVEN IF SONOMA WIRE WORKS OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.
(b) Liability of User. EXCEPT FOR USER'S OBLIGATIONS UNDER THE "INDEMNIFICATION" PROVISION ABOVE, USER WILL NOT BE LIABLE TO SONOMA WIRE WORKS FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES THAT ARE NOT DIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR USER'S BREACH HEREOF, EVEN IF USER HAS BEEN ADVISED BY SONOMA WIRE WORKS OF THE POSSIBILITY THEREOF.
(c) Monetary Cap. IN NO EVENT SHALL SONOMA WIRE WORKS OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO USER FOR DAMAGES HEREUNDER (IF ANY) IN EXCESS OF THE TOTAL AMOUNT PAID BY USER TO SONOMA WIRE WORKS UNDER THIS USER AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM, OR $100, WHICHEVER IS GREATER.
To Sonoma Wire Works:
Facsimile: 1 650 948 0740
101 First Street #587
Los Altos, CA 94022
21. Arbitration. All disputes, claims, and controversies between the Parties arising out of or related to this User Agreement or the breach hereof, or this Website (except non-payment or late payment; infringement, misappropriation, or misuse of any intellectual property right; or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the Parties or to others) shall be settled by arbitration. The arbitration shall be conducted by one arbitrator, under the auspices of JAMS and under its then-current Streamlined Arbitration Rules and Procedures (if no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys' fees), or under its then-current Comprehensive Arbitration Rules and Procedures (if any disputed claim or counterclaim exceeds $250,000, not including interest or attorneys' fees). The power of the arbitrator shall not exceed that possessed by a judge in Superior Court in California. The arbitrator shall issue a written opinion in support of his or her decision, stating the legal and factual basis for the decision and the reasoning leading to such decision. The arbitrator is prohibited from awarding damages or remedies in excess of those allowed by the provisions of this User Agreement. The decision and award of the arbitrator shall be final and binding and judgment on the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held in Santa Clara County, California; and the award shall be deemed to be made in California. Both Parties will equally share the arbitrator's fee and the JAMS administrative fee, but each Party shall bear its own costs and expenses, including attorney's fees, witness fees, travel expenses, and preparation costs.
22. Governing Law and Venue. THIS USER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND ALL DISPUTES RELATING TO THIS USER AGREEMENT OR THIS WEBSITE SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CONFLICT OF LAWS RULES. Subject to the "Arbitration" provision above, the Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith, and User agrees not to object to the personal jurisdiction of such courts. However, Sonoma Wire Works may seek equitable remedies, including injunctive relief and specific performance, for the purpose of protecting its intellectual property rights and enforcing its rights or User's obligations under the "Indemnification" provision in any court of competent jurisdiction, wherever located.
23. Attorney's Fees. With the exception of the "Arbitration" provision above, in any action to enforce, or arising out of, this User Agreement, the prevailing Party shall be entitled to be awarded allowable costs and reasonable attorney's fees incurred.
24. Statute of Limitations. The Parties agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this User Agreement or this Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.
26. Waiver; No Election of Remedies. Failure of any Party to enforce compliance with any provision of this User Agreement shall not constitute a waiver of such provision unless accompanied by a clear written and signed statement that such provision is waived. A waiver of any default hereunder or of any of the terms and conditions of this User Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The election by any Party to terminate a Member's membership or this User Agreement in accordance with its terms shall not be deemed an election of remedies, and all other remedies provided by this User Agreement or available at law or in equity shall survive any termination.
27. Force Majeure. Sonoma Wire Works will not be liable to User for the failure to perform any of its obligations hereunder resulting from acts of the User, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy interruptions, strike, labor trouble, war, riot, accident, shortage, delay in transportation, or any other causes beyond the reasonable control of Sonoma Wire Works.
28. Access from Outside of the USA. This Website originates from, and is maintained in, the United States of America, and Sonoma Wire Works makes no representations regarding the legality of access to, or use of, this Website or the Materials or User Content provided on this Website from other countries. Access from countries where this Website of any of its Materials or User Content are illegal is prohibited. Users who access this Website from outside of the United States do so at their own risk and are responsible for compliance with applicable U.S. export laws and local country laws. No part of this Website is intended to be used by anyone under the age of 13 years.
29. Export Control. Export of any information or Materials from this Website outside of the United States is subject to all U.S. export control laws. User agrees not to export, either directly or indirectly, any product, service or technical data obtained from this Website or any system incorporating such items (collectively "Technical Data") without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agency or department of the United States Government. If you export any Technical Data from the United States or re-export any Technical Data from a foreign destination, you will ensure that the export/re-export or import of the Technical Data is in compliance with all laws, regulations, orders or other restrictions of the United States and the applicable foreign government.
30. Relationship of the Parties. The Parties are independent contractors, and not partners, joint venturers, employer and employee, principal and agent, or otherwise participants in a joint undertaking.
31. Severability. In the event any provision of this User Agreement is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal or unenforceable, the court or arbitrator should substitute a modified provision which carries out as nearly as possible the original intent of the Parties; and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby.
32. Headings. Headings in this User Agreement are for the purpose of convenience only, and are not intended to be used in its construction or interpretation.
33. English Language. The original of this User Agreement has been written in English, and such version will be the controlling document for all purposes. User waives any right he/she may have, if any, under any law or regulation to have this User Agreement written in a language other than English.
34. How to Contact Sonoma Wire Works. If you have any questions or comments about this User Agreement, please contact Sonoma Wire Works using the contact information provided in the "Notices" provision above.
I AM OVER 13 YEARS OF AGE.
I HAVE READ THIS USER AGREEMENT AND AGREE TO ALL OF ITS PROVISIONS.
Your clicking "I AGREE" after reading this User Agreement while registering for a user name and password (SonomaKey) on these "Websites", and your use of these "Websites" constitutes your agreement to comply with it and be bound by it.
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