COUNTRY MUSIC ASSOCIATION, INC.
TERMS & CONDITIONS OF USE AGREEMENT
These terms govern your use and our provision of the CMA website (www.cmaworld.com) (“Site”) and related applications (“Apps”)(collectively “CMA Digital Services”) on which these terms are posted or linked, as well as any CMA Digital Services we make available on third-party sites and platforms if these terms are disclosed to you in connection with your use of the CMA Digital Services.
ANY DISPUTE BETWEEN YOU AND CMA MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.
1. Agreement. Regardless of how you use the CMA Digital Services, your conduct when you use the CMA Digital Services is governed by this Agreement. CMA may amend these terms. Amendments will be effective five (5) business days following CMA’s posting of the amendment on the Site(s) and/or App(s). If you do not agree to any change to these terms, you must discontinue using the CMA Digital Services. CMA may immediately terminate this agreement with respect to you (including your access to the CMA Digital Services) if you fail to comply with any provision of these terms.
CMA provides the CMA Digital Services for your non-commercial entertainment and information purposes. By using the CMA Digital Services you signify your agreement to be bound by this Agreement (including any amendments) and to abide by all applicable laws, rules and regulations (“Applicable Law”). Please read through this Agreement carefully. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you may not use the CMA Digital Services and must immediately discontinue use of the CMA Digital Services.
2. Ownership of the CMA Digital Services. The CMA Digital Services are CMA’s copyrighted property or the copyrighted property of CMA’s licensors or licensees and all trademarks, service marks, trade names, trade dress and other intellectual property rights in the CMA Digital Services are owned by CMA or its licensors or licensees. Except as CMA specifically agrees in writing, no element of the CMA Digital Services may be used or exploited in any way other than as part of the CMA Digital Services offered to you. By using the CMA Digital Services, CMA does not transfer ownership to any portion of the CMA Digital Services to you. Country Music Association®, CMA Music Festival®, and CMA Awards® are all registered trademarks of Country Music Association, Inc. All Rights Reserved.
4. Affirmative Representations Regarding Your Use of the Site(s) and the App(s). When you use the CMA Digital Services, you represent that: (a) the information you submit is truthful and accurate; (b) your use of the CMA Digital Services and your use of the services available on the CMA Digital Services do not violate any applicable law or regulation; (c) you are 13 years of age or older; (d) you will comply with all applicable rules related to online conduct herein; (e) you are of sufficient legal age or otherwise have legal capacity to enter into this Agreement; and (f) you will use the Site(s) and App(s) in compliance with Applicable Law.
5. Disclaimers and Limitation on Liability. THE CMA DIGITAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CMA DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS.
CMA SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF CMA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL CMA BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (US $1,000).
THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE.
6. Restrictions on Use of the CMA Digital Services. CMA does not allow uses of the CMA Digital Services that are commercial or business-related, or that advertise or offer to sell products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations). You agree not to knowingly or recklessly introduce a virus or other harmful component, or otherwise tamper with, impair or damage any CMA Digital Service or connected network, or interfere with any person or entity’s use or enjoyment of any CMA Digital Service. Additionally, you agree not to access, monitor or copy, or permit another person or entity to access, monitor or copy, any element of the CMA Digital Services using a robot, spider, scraper or other automated means or manual process without our express written permission.
8. User Generated Content. The CMA Digital Services may allow you to communicate, submit, upload or otherwise make available text, images, audio, video, competition entries or other content (“User Generated Content”), which may be accessible and viewable by other users and/or the public. Access to these features may be subject to age restrictions.
When you post or submit User Generated Content you represent and warrant that:
(a) you own or have sufficient rights to post your User Generated Content on or through the CMA Digital Services;
(b) you will not post User Generated Content that violates CMA’s or any other person’s privacy rights, publicity rights, intellectual property rights (including without limitation copyright) or contract rights;
(c) you have fully complied with any third-party licenses relating to the User Generated Content and shall pay all royalties, fees and any other monies required to be paid in connection with the User Generated Content that you post to or through the Site(s) and the App(s);
(d) you will not post User Generated Content that: (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incite, encourage or threaten immediate physical harm against another, including but not limited to User Generated Content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
(e) you will not post User Generated Content that contains advertisements or solicit any person to buy or sell products or services (other than CMA products or services); and,
(f) you will not post User Generated Content that constitutes, contains, installs or attempts to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party.
CMA does not claim ownership to your User Generated Content; however, by posting this content on a CMA Digital Service you grant CMA a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the CMA Digital Services and on third-party sites and platforms such as Facebook, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.
You represent and warrant that your User Generated Content conforms to these terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these terms. You agree to indemnify and hold CMA and our affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.
CMA has the right but not the obligation to monitor, screen, post, remove, modify, store and review User Generated Content or communications sent through a CMA Digital Service, at any time and for any reason, including to ensure that the User Generated Content or communication conforms to these terms, without prior notice to you. CMA is not responsible for, and does not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by users.
9. Prohibited Activities. In addition to the obligations described above, you agree that in connection with your use of the CMA Digital Services, you will not:
(a) use the Site(s) or Apps for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the CMA Digital Services without CMA’s express written consent;
(b) transmit chain letters, bulk or junk mail or interfere with, disrupt, or create an undue burden on the Site(s) or App(s) or the networks or services connected to the CMA Digital Services, or use the system to send unsolicited or commercial emails, bulletins, comments or other communications;
(c) impersonate any other person or entity, sell or let others use your identity or profile, provide false or misleading identification or address information, or invade the privacy or violate the personal or proprietary right of any person or entity;
(d) post jobs for talent or talent scouting positions;
(e) decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the CMA Digital Services or any portion thereof; or,
(f) circumvent, disable or otherwise interfere with security related features of the CMA Digital Services or features that prevent or restrict use or copying of any content.
10. Employment Opportunities. CMA may, from time to time post CMA employment opportunities on the CMA Digital Services and/or invite users to submit resumes to CMA. If you choose to submit your name, contact information, resume and/or other personal information to CMA in response to employment listings, you are authorizing CMA to utilize this information for all lawful and legitimate hiring and employment purposes. Nothing in this Agreement or contained in the CMA Digital Services will constitute a promise by CMA to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the CMA Digital Services constitute a promise that CMA will review any or all of the information submitted to it by users of the CMA Digital Services.
12. Competitions and Sweepstakes. Competitions and/or sweepstakes that you enter on through CMA Digital Service may have supplemental rules and conditions, and you should read and understand all such rules and conditions prior to participating in any competition or sweepstakes.
13. Submissions and Unsolicited Ideas Policies. CMA’s long-standing company policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything you submit to CMA – whether or not solicited by CMA – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and CMA in any way, and that you have no expectation of review, compensation or consideration of any type.
15. Binding Arbitration and Class Action Waiver. You and CMA agree to arbitrate all disputes between you and CMA or its affiliates, except disputes relating to the enforcement of CMA or its affiliates’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and us concerning the CMA Digital Services or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and CMA empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable.
In the event of a dispute, you or CMA must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. You must send any notice of dispute to Arbitration Notice; c/o Senior Vice President, Business Affairs; Country Music Association, Inc.; One Music Circle South; Nashville, TN 37203. CMA will send any notice of dispute to you at the contact information we have for you. You and CMA will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or CMA may commence arbitration. The dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
If the arbitrator issues you an award that is greater than the value of our last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then we will pay you the amount of the award or US $1,000, whichever is greater.
The arbitration will take place in Nashville Tennessee and will be resolved in accordance with Tennessee law without giving effect to any conflict of law principles.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor CMA will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
16. Indemnity. You agree to indemnify and hold CMA, its affiliates and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the CMA Digital Services, content or materials on the CMA Digital Services in violation of this Agreement and Applicable Law and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
17. Severability. If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
18. Survival. The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.
19. Waiver. No waiver of any provision of these terms by CMA shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.
20. Independent Contractors. Nothing in this Agreement shall be deemed to create an agency, partnership, joint venture, employer/employee relationship of any kind between CMA and any user of CMA Digital Services.
21. Assignment. CMA may assign its rights under this Agreement without your approval.