Terms & Conditions
Effective as of 1 February 2022
EDM Ghost Production Inc. (“EDMGP”, “we,” “us,” or “our”) is an Internet-based service that allows holders of rights in sound recordings (“Sound Recording(s)”) and the musical works (“Composition(s)”) from which the sound recordings are created (each combination of Sound Recording and Composition, a “Music Track” or “Track(s)”) to sell such Music Tracks to third parties. The services offered by EDMGP include the website located at https://edm-ghost-production.com (the “Site”) and any services, features, content, and applications offered from time to time by EDMGP in connection with the Site, whether accessible via a personal computer, mobile device or otherwise (each, a “Service,” and collectively, the “Services”).
These Terms and Conditions (this “Agreement”) constitute a binding legal agreement between you and EDMGP and applies to your access to the Site and use of the Services.
This Agreement includes EDMGP’s policy for acceptable use of the Site and the Services, your rights, obligations, and restrictions regarding your use of the Site and the Services. In order to participate in certain Services, you may be required to download software or other content and/or agree to additional terms and conditions. If you are unsure as to which software you will need to access our Site and the Services, it is your responsibility to inquire with us as to which specific software you will require by sending us an email to email@example.com, and if you do not make such a request prior to access our Site and the Services (including purchasing a Music Track), you are assuming the risk and responsibility of not having the correct or required software. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or specific Service(s) in which you elect to participate, the terms with respect to the specific portion of the Site or specific Service(s) shall control with respect to your use of that portion of the Site or that specific Service.
1. Acceptance and modification of this agreement
(a) Please read this Agreement carefully. You must accept all of the terms and conditions contained in this Agreement before accessing or using the Site or the Services. If you do not accept this Agreement, you must leave the Site and discontinue the use of the Services immediately. By accessing the Site or using the Services, you acknowledge that you have read, understand, and that you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have created an “Account”). The term “User” refers to either a Visitor or a Member. Members will be divided into “Buyers” and “Sellers.”
(b) We may modify this Agreement from time to time by posting the amendment(s) on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove, or amend the terms hereof. By accessing the Site or using the Services after any such modification, you agree to be bound by all such modifications from the time of such access or use. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the "Effective as of" date set forth at the beginning of this Agreement.
(c) You are authorized to access the Site and use the Services (regardless of whether your access or use is intended) only if you abide by all applicable laws, rules, regulations, orders, this Agreement, and any and all other agreements between you and EDMGP regarding the Services. If you breach this Agreement, or any other agreement between you and EDMGP, or any applicable laws, rules, regulations, or orders, your authorization to access the Site and use the Services automatically terminates.
2. Term and termination
(a) This Agreement shall remain in full force and effect while you access the Site, use the Services, or have an Account. EDMGP reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to change, modify, suspend, discontinue, or terminate the Site and/or any or all of the Services, and to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or the Services and/or to take technical and/or legal steps to prevent you from accessing the Site or the Services. EDMGP will terminate a User’s access to and use of the Site and the Services if, under appropriate circumstances and without limitation, the User is determined by EDMGP to be a repeat copyright infringer. Anything to the contrary herein notwithstanding, after a User’s access to the Site, use of the Services, or Account are terminated, this Agreement will remain in effect and be fully applicable to such User’s access to the Site, use of the Services, and Account prior to such termination.
3. Proprietary rights
(a) The Site and the Services contain text, files, photos, pictures, graphics, images, illustrations, videos, musical works, sound recordings, other audio and sounds, icons, links, software, data, comments, job postings, and other content, files, materials, and works of authorship (collectively, and together with the selection and arrangement thereof, “Content”) of EDMGP and third parties (other than your Content posted by you on the Site or on or through the Services)(hereinafter “EDMGP Content”). The Site and the Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (“Trademarks”) of EDMGP and third parties (other than Trademarks posted by you on the Site or on or through the Services) (“EDMGP Trademarks”). Content and Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity, and other laws. Any Trademarks not owned by EDMGP are not used for profit but are for information purposes only. As between you and EDMGP, EDMGP retains ownership of all copyright and other intellectual property and proprietary rights in the EDMGP Content, EDMGP Trademarks, the Site and the Services and you retain ownership of all of your Content and your Trademarks.
(b) EDMGP hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the EDMGP Content (excluding any software code) solely in connection with viewing the Site and using the Services as provided in this Agreement, provided that you shall not use, copy, modify, translate, create derivative works based upon, publish, broadcast, transmit, distribute, publicly perform, reproduce, publicly display, republish, download or sell any EDMGP Content unless expressly authorized to do so pursuant to the terms and conditions of this Agreement or another agreement between you and EDMGP. All rights not expressly granted to you pursuant to this Agreement are expressly reserved by and to EDMGP.
(c) You shall not copy, imitate or use any EDMGP Trademark, domain name or any other feature of the Site or the Services, in whole or in part, without the prior written permission of EDMGP. Nothing in the Site or the Services shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any EDMGP Trademark, domain name, or any other feature of the Site, including without limitation any other intellectual property or proprietary rights, other than as expressly set forth herein, or pursuant to the terms and conditions of another agreement between you and EDMGP, whether for non-commercial or commercial use.
4. Prohibited content
(a) This is a partial list of Content that is illegal or prohibited to post on or through the Site or the Services. Such Content includes content that EDMGP, in its sole discretion, determines:
- Uses samples being the reuse of a portion of a sound recording in another recording
- Uses pre-recorded audio loops, templates, construction kits or MIDI files
- Is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
- Promotes an illegal or unauthorized copy of another person's copyrighted work, provides information to circumvent copy-protect devices or Content, or provides pirated music or links to pirated music files
- Involves commercial activities and/or sales (other than those expressly permitted elsewhere in this Agreement or in another agreement between you and EDMGP)
- Violates the copyright, trademark, patent, trade secret, privacy, publicity, contract right or any other right of any person
(b) EDMGP may refuse to post, delay posting, remove, hide, stop publicly displaying, or delete any Content posted or attempted to be posted to the Site or to the Services by a User that in the sole judgment of EDMGP violates this Agreement or for any other or no reason, with or without prior notice, and without liability to you or to any third party.
(c) You are solely responsible for your access of the Site and use of the Services, any Content or Trademark that you post on or through the Site or the Services, any Content that you transmit to other Users, and for your interactions with other Users. You understand and acknowledge that no content transmission over the Internet can be guaranteed to be 100% secure. We cannot guarantee that any Content or Trademark you submit to us will be free from unauthorized third-party intrusion or use. You understand and agree that any and all Content or Trademarks you submit to us is submitted at your own risk.
(d) EDMGP does not endorse and has no control over Content posted by Users. EDMGP does not necessarily review content posted by Users prior to posting and does not necessarily reflect the opinions or policies of EDMGP. Notwithstanding section 4(a), if any Content posted by Users violates or is alleged to violate section 4(a), EDMGP assumes no responsibility or liability for such Content. EDMGP makes no warranties, express or implied, as to any Content, whether posted by a User or otherwise, including the accuracy and reliability of any Content or the ownership thereof. We do not warrant that any Content is accurate, complete, reliable, current or error-free.
5. Prohibited activity
(a) This is a partial list of activity that is illegal or prohibited on the Site or the Services. Such activity includes activity that, in the sole discretion of EDMGP:
- Constitutes copyright infringement, trademark infringement, patent infringement, or theft, or unauthorized disclosure of trade secrets;
- Uses any information obtained from the Site or the Services in order to contact, advertise to, solicit, or sell to any User without EDMGP’s prior explicit consent
- Breaches or circumvents any laws, third party rights, or our systems or policies
- Circumvents or modifies, attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Site or the Services
- Covers or obscures the advertisements or ownership or copyright information on any EDMGP page via HTML/CSS or any other means
- Is automated use of a system including the Site or the Services, such as using scripts to send comments or messages, or crawling the Site or the Services for data
- Interferes with, disrupts, or creates an undue burden on the Site or the Services or the networks or services connected to the Site or the Services
- Attempts to impersonate another User or person
- Uses the Account or password of another Member at any time or discloses your password to any third party (other than an automated password management system) or permits any third party to access your Account
- Sells or otherwise transfers your EDMGP Account
- Results in there being more than one person per Member Account
- Uses any information obtained from the Site or the Services in order to harass, abuse, or harm another person
- “Frames” or “mirrors” any portion of the Site or the Services on any other website or server
- Harvests or otherwise collect information about Users without their consent; or is otherwise an illegal and/or an unauthorized use of the Site or the Services
(b) Under no circumstances shall EDMGP be responsible for the conduct of any Users of the Site or the Services, whether online or offline.
(a) EDMGP assumes no obligation or responsibility for monitoring the Site or the Services for inappropriate Content posted by Users or inappropriate conduct undertaken by Users. Notwithstanding the foregoing, EDMGP reserves the right to investigate and take appropriate action including, without limitation, legal action, against anyone who, in EDMGP’s sole discretion, violates this Agreement, including without limitation section 4 or section 5 of this Agreement, and including, without limitation:
- Removing prohibited Content from the Site and the Services
- Terminating or suspending the Account of the Member and reporting any User to law enforcement authorities
- Disclosing Content and the circumstance surrounding its transmission, along with any other information regarding the use of the Site or the Services, to any third party in order to operate the Site or the Services properly, to protect ourselves, and Users, and to comply with legal obligations or governmental requests
7. User agreements
(a) You agree to provide us with accurate, complete and updated information when registering for an account.
(b) You must not create an account for fraudulent or misleading purposes.
(c) You, as a Seller, agree that you will not use pre-recorded audio loops, templates, construction kits or MIDI files in Tracks uploaded to the Site.
(d) You, as a Seller, agree that you will not use samples, which is defined as the reuse of a portion of a sound recording in another recording.
(e) You, as a Seller, agree to grant EDMPGP, and to any User of the Site who pays for your Music Track, a worldwide, exclusive, royalty-free, transferable license (with the right to sub-license) to use, reproduce, distribute, prepare derivative works, display, and publicly perform the uploaded content in the interest of the performance of EDMGP's services and business for any Track or content that you post on the Site.
(f) You, as a Seller, waive all “moral rights”, or droit moral, that you have, to the fullest extent permitted by law, for any Track or content that you post on the Site.
(g) You, as either Buyer or Seller, understand and accept the lawfulness of digital autographs as legally binding for written agreements.
8. Effect of selling of tracks
(a) The Buyer is the new owner of the Track after successful completion of the sale, of its entire copyright, including all moral rights and all publishing, songwriting, and neighboring rights with regard to performing rights organizations, as well as any neighboring rights organizations.
(b) On successful sale to the Buyer, the Seller will be considered to have made this Track as a work-for-hire under United States Copyright law, as well as corresponding provisions internationally, and as such will lose any and all copyright to the Track or content they once or ever had.
9. Fees, payment, risk of loss, and refunds
(a) The fees for EDMGP services are quoted in United States dollars (“USD”), using the symbol “$” and are listed on the Site.
(b) Temporary changes in fees in case of, for instance, promotional events, may be posted and be effective on the date, and only on or for the date(s), EDMGP announces such events.
(c) Sellers are deemed to accept the right of EDMGP to provide discount coupons to Buyers, which will result in Track's price reduction and a corresponding reduction in payment to the Seller. Still, such a discount coupon will not be for more than 30% of the current Track price set by the Seller. In case the Track is sold using a discount coupon, the Seller still must pay the full entitled fees to EDMGP.
(d) Buyers of EDMGP's Products are obliged to pay all EDMGP fees immediately when they are due.
(e) Buyer is responsible for paying any governmental taxes and fees associated with any purchased Track or content from EDMGP, including, but not limited to, sales, use or value-added taxes (“VAT”). Paying taxes of any kind for purchased Tracks IS NOT the responsibility of EDMGP.
(f) In case of non-payment, failure of payment methods, or an account that is past due, EDMGP is, notwithstanding any other rights or remedies, stated in these Terms and Conditions or any law, entitled to:
- Limit Buyer’s ability to use the services
- Collect the fees owed, using any collection method EDMGP deems fit
(g) EDMGP is entitled to choose, entirely in the discretion of EDMGP, to NOT refund to Users any fees paid in case of:
- Breach of the terms and conditions of this Agreement which include, without limitation, our Submission Rules;
- Posting illegal and/or copyright-infringing Tracks as defined in our Submission Rules;
- Tracks (including musical compositions and/or parts of musical compositions and/or vocals and/or vocal parts) that have gone live with exposure on the Site, even for a limited time, and so benefited from the service rendered in association with the paid fee; and,
- In all other cases of breaches of the terms and conditions of this Agreement, or of any law, that in the opinion of EDMGP, in its sole discretion, to decide that refunds are not due.
(h) Notwithstanding the options above EDMGP may provide a refund, discount or other consideration to Buyers, with respect to the fees paid, in case EDMGP establishes that sold Track(s) is illegal or copyright-infringing as defined in our Submission Rules.
(i) Other infringements or breach of the terms and conditions of this Agreement, or an infringement of any law of any jurisdiction, by Sellers may, by the decision of EDMGP in its sole discretion, also cause a refund of fees to Buyers by EDMGP.
(j) In case of infringement of the terms and conditions of this Agreement, or of any law, Sellers are obliged to reimburse the fees refunded by EDMGP to Buyers. Such fees shall immediately be due and owing to EDMGP from such Seller as from the time of infringement and will be required to be paid by Seller to EDMGP within seven (7) upon EDMGP sending a notice to this effect to Seller. Sellers, in such an instance, will also reimburse any costs of refund payment that EDMGP makes to any Buyer. EDMGP can also, at its own discretion, deduct the refunded fees from any amount due from EDMGP to Sellers. The compensation as set forth in this section to EDMGP shall not waive EDMGP's right to claim reimbursements for other damages caused by Sellers.
(k) The risk of loss for items purchased by Buyers passes to the Buyer upon EDMGP’s delivery of the items to a carrier of EDMGP’s choosing.
(l) Purchased files are available to the Buyer for download for a period of one hundred and eighty (180) days from the date of purchase, beginning on the day of purchase. On the one hundred and eighty first (181) day from the date of purchase, purchased items are removed from EDMGP’s servers and the links to such purchased items will expire. On the expiration of this one hundred and eighty (180) day period following purchase, e.g., on the one hundred and eighty first (181) day and following, Buyers will have no right to claim for a refund or to any file re-upload process. Buyers have the responsibility for keeping Track of this time period. EDMGP assumes no responsibility with respect to the running of this one hundred and eighty (180) day period following purchase, and EDMGP will not warn Buyers of the running of, or expiration of or impending expiration of, this period.
10. Use of sample packs
(a) EDMGP makes Sample Packs available to its Users for a fee. These Sample Packs remain the property of EDMGP. They are licensed to you based on our terms and conditions as the original end-user, for use subject to those provisions below, which apply to the applicable type of the Sample Packs. All rights not expressly granted herein with regard to Sample Packs are reserved exclusively by EDMGP.
(b) EDMGP may revoke a license granted to you in respect of digital content, including but not limited to rights relating to the Sample Packs, if you breach any of the following license terms or our terms and conditions:
- You may use the Sample Pack sounds in combination with other sounds in music productions (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, and library music), public performances, and other reasonable musical purposes within musical compositions.
- You may modify the Sample Pack sounds and may use the sounds for commercial purposes as part of a musical composition with other sounds.
- You may not use the Sample Pack sounds in isolation as sound effects or as loops (i.e. a sequence of musical events) or within any competitive products that are sold, relicensed, or redistributed to third parties.
- A right to use the Sample Pack sounds is granted only to the Buyer and is not transferable.
- This license expressly forbids resale, relicensing, or other distribution of the Sample Packs, either as they exist or any modification thereof. You cannot sell, loan, rent, lease, assign, upload to or download from any shared server space, or transfer all or any of the enclosed Sample Pack sounds to another user, or for use in any competitive product.
11. Representations and warranties
You hereby represent, warrant and covenant, at all times during which you access or use the Site or the Services, that:
(a) The information you are providing to EDMGP when registering for your account is accurate, complete and updated information and must not create an account for fraudulent or misleading purposes.
(b) You are 13 years of age or older.
(c) If you are under the age of 18 but older than 13 years of age, you possess legal parental or guardian consent to use the Site and Services;
(d) You are fully able and competent to enter into the terms, conditions, obligations, affirmations, and representations and warranties set forth herein, and to abide by and comply with this Agreement and any other agreements between you and EDMGP.
(e) You intend to fully perform under this Agreement and any other agreements between you and EDMGP.
(f) Your access to the Site or use of the Services does not violate any applicable law, rules, regulations, or orders, or any agreement between you and any third party. Neither the Site, nor any of the services are intended for children under 13 years of age. If you are under 13 years of age, you must not use the Site or any of the services, regardless of parental consent.
(g) You, as a Seller, agree that you are not a member of any authors rights and neighboring rights organization, or if you are such a member, that you are giving up your publishing, as it is commonly referred to in the music industry, including but not limited to your writer and publishers share, in any Music Track or content that you upload to the Site. Neighboring rights producers and performers share and publishing rights will automatically be owned for any Track or content uploaded to the Site by EDMGP. Per EDMGP’s own discretion and by its own decision (part of) such rights may be transferred to Buyers.
12. Copyright policy
(a) When we receive a proper Notification (as defined below), our policy is to promptly remove, block, or disable access to the allegedly infringing Content and we may, in our discretion, terminate the Accounts of repeat infringers in accordance with the Digital Millennium Copyright Act (“DMCA”).
(b) If you are a copyright owner and believe that your work has been copied and posted on the Site or the Services in a way that constitutes copyright infringement, for each Music Track on our Site there is a “Report a violation” button.
(c) By clicking the “Report a violation” button, you will have the opportunity to identify the copyrighted work that you claim has been infringed, the reasons why you think there was a copyright infringement, and provide your contact information should you wish us to respond to your report.
13. Third-party websites
(a) You acknowledge and agree that the site and the services are provided on an “as is” and “as available” basis and, to the full extent allowed by applicable law, rules, regulations and orders, EDMGP expressly disclaims all representations and warranties, whether written or oral and whether express or implied, including without limitation any representation or warranty with respect to merchantability, fitness for a particular purpose, title or non-infringement, any representation or warranty with respect to the reliability or performance of the site or the services or the reliability, accuracy or completeness of any content. In addition, EDMGP does not represent, warrant, endorse, guarantee or assume responsibility for any third-party product or service advertised or offered on or through the site or the services or any hyperlinked website or feature in any banner or other advertising. You understand and agree that EDMGP is not responsible or liable for any transaction between you and any third party. We have no control over and do not guarantee the ability of rights holders to sell content or the ability of rights recipients to pay for the content or that a rights holder or rights recipient will actually complete a transaction. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from or on behalf of EDMGP shall create any warranty on behalf of EDMGP in this regard. You agree that you are making use of the site and/or the services at your own risk. Some aspects of this section may not apply in some jurisdictions, solely to the extent prohibited by the applicable laws of such jurisdictions.
(b) Although EDMGP will in good faith endeavor to remedy errors in the site or the services, EDMGP specifically does not warrant that the site or the services will operate without error or interruption or that all errors in the site or the services will be corrected. EDMGP shall have no liability associated with any inoperability, performance of or inability or delay in your access to the Site or the services. EDMGP will not be responsible for any loss or any misappropriating, infringing or wrongful use of your content because of the site, the services or any other act or omission of EDMGP, a third party, or otherwise.
(c) EDMGP is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, or software due to technical issues or traffic congestion on the internet, the site or the services or combination thereof, including any injury or damage to users or to any person's computer or other hardware related to or resulting from participation or downloading materials in connection with the site or the services.
15. Limitation on liability
(a) In no event shall EDMGP or any of its affiliates, or any officers, directors, employees, agents, shareholders, owners or representatives of any of the foregoing (collectively, “related parties”) be liable to you for any other party for any special, indirect, reliance, incidental, punitive, exemplary or consequential damages of any kind, lost profits, lost revenue, loss of business, or loss of goodwill, whether arising in contract, tort (including without limitation negligence) or otherwise, or for any breach of security associated with the transmission of sensitive information through the site or the services, even if EDMGP or any of its related parties have been notified of the possibility thereof.
(b) Without limiting the generality of the foregoing and to the extent permitted by applicable law, none of the related parties are liable or shall be responsible for any damages or losses resulting directly or indirectly from:
- Your use or inability to use the site or the services
- Guidance provided by EDMGP
- Interruptions to the site or the services
- Bugs or errors of any kind on the site or in the services
- Damage to your hardware by use of the site or the services
- The actions or omissions of third parties, including without limitation other users
- A suspension or termination of your account
(c) Some jurisdictions do not allow certain disclaimers of warranties or exclusions of damages and, to the extent prohibited by law, such disclaimers and exclusions may not apply to you.
(d) Regardless of the previous paragraphs, if any related party is found to be liable, the aggregate liability of the related parties for any and all claims, actions, demands, losses, liability, damages (actual and consequential), costs, expenses or similar items of any kind or nature, whether known or unknown (collectively, “claims”) arising under or related to this agreement, the site, the services, or otherwise shall be limited to the lesser of:
- One hundred dollars ($100.00 US); or,
- The fees actually paid to and retained by EDMGP for the specific activity or service giving rise to the liability.
(a) You agree to indemnify and hold harmless EDMGP and its related parties from and against any and all claims arising out of or related to:
- Your access to or use of the Site or the Services
- Your violation of any third party right, including without limitation any copyright, patent, trademark, property or privacy right
- Your breach of any of your representations, warranties, or covenants contained in this Agreement
- Any Content or Trademarks that you post on the Site or on or through the Services
17. Dispute with other users
(a) You are prohibited from contacting other Users under these terms. However, should you choose to do, you are solely responsible for your interactions with other Users.
(b) Disputes between you and other Users should be directed to EDMGP. EDMGP reserves the right, but has no obligation, to facilitate disputes between you and other Users.
(c) If you have a dispute with one or more Users, you release EDMGP and the other related parties from claims arising out of or related to such disputes.
(d) By accessing the Site or using the Services, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.
18. Dispute with EDMGP
(a) You agree that any claim or dispute that may arise between you and EDMGP with respect to this Agreement will be resolved in accordance with Section 15.
19. Applicable law
(a) You agree that, except to the extent inconsistent with or preempted by federal law, this Agreement and any claim or dispute that may arise between you and any related party under it shall be construed under the laws of the State of California, without regard to its conflict of laws rules.
20. Agreement to arbitrate
(a) You and EDMGP agree that any and all claims and disputes arising between you and us pursuant to this Agreement and your use of the Site or the Services shall be resolved exclusively through final and binding arbitration. Alternatively, you may assert your claims and disputes in small claims court if the claim or dispute qualifies, so long as the claim or dispute remains in small claim court and advances on an individual (non-class) basis. The Federal Arbitration Act shall govern this agreement to arbitrate.
(b) You and EDMGP agree that each of us (or any other related party) may bring claims and disputes against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and EDMGP agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims or disputes or preside over a representative or class proceeding. The arbitrator may award relief only to the individual bringing the action and any relief awarded may not affect other Users.
(c) The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable) as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. The AAA’s rules shall govern the number of arbitrators assigned to conduct the arbitration. The party intending to seek arbitration shall send to the other, by email, a notice of the dispute. Such notice should be sent to EDM Ghost Production, Inc. via email at firstname.lastname@example.org. EDMGP shall send any notice to you at the email address on le associated with your Account. If you and EDMGP are unable to resolve any of the claims or disputes described in such notice within 30 days after such notice is received, either party may initiate arbitration proceedings. The form for initiating arbitration is available at www.adr.org, and the party initiating the arbitration must both file this form with the AAA and email a copy of the completed form to the other party at the same addresses as set forth earlier in this paragraph. Any settlement offer made by you or EDMGP shall not be disclosed to the arbitrator. The arbitration hearing shall be held in a mutually agreed location, and if a location cannot be agreed on, the arbitration hearing shall be held via Zoom. The arbitrator’s award shall be consistent with this Agreement, will be final and binding, and judgment shall be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees shall be governed by AAA’s rules.
(d) With the exception of section 20(b) above, if an arbitrator or court decides that any portion of this section is invalid or unenforceable, all other portions of this section shall continue to apply. If an arbitrator or court decides that section 20(b), or any part of that section, is invalid or unenforceable, then the entirety of that section and its subparts shall be null and void, but the rest of this section shall continue to apply.
(e) If you are a new User, you can opt-out of this agreement to arbitrate by emailing a written opt-out notice dated no later than 30 days after the date you accept the terms of this Agreement for the first time. The opt-out notice should be e-mailed to email@example.com. The opt-out notice should state that you are opting out of the agreement to arbitrate in the EDMGP Terms and Conditions and provide your name, address, phone number, Account information, email address, signature, and date.
(f) You and EDMGP agree that if EDMGP amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute led by either party prior to the effective date of the amendment.
(g) If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and EDMGP will be resolved exclusively by a state or federal court located in Los Angeles, California. You and EDMGP agree to submit to the personal jurisdiction of the courts located in Los Angeles, California for these purposes.
(a) Notices under this agreement shall be directed:
- if to EDMGP, to firstname.lastname@example.org
- if to you, to the email address specified in connection with your Member’s Account
22. Acts of God
(a) EDMGP shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of EDMGP, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, pandemic, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.
(a) You may not assign or transfer any of your rights or obligations under this Agreement, or any other agreement between you and EDMGP, without the prior written consent of EDMGP, which consent EDMGP may withhold in its sole discretion, and any such attempted assignment or transfer without such prior written consent shall be null and void.
(b) Without limiting the foregoing, Users are end-users, and Buyers are specifically prohibited from re-selling content purchased through the Site and Services. This Agreement shall be binding on the parties and their respective successors and permitted assigns.
24. Relationship of the parties
(a) You and EDMGP enter into this Agreement as independent contractors, and neither EDMGP nor you shall be or construed to be a partner, joint-venturer, agent, or employee of the other party.
25. Further general provisions
(b) The failure of EDMGP to exercise or enforce any right or provision shall not operate as a waiver of such right or provision.
(d) No party may create any obligation on behalf of any other party except as expressly set forth herein or in connection with any other agreement between you and EDMGP.
(e) If any provision of this Agreement, or any other agreement between you and EDMGP, is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from the agreement in question, and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein or therein and to be valid, lawful and enforceable to the maximum extent possible.