TERMS & CONDITIONS

The following terms and conditions (the “Terms and Conditions”) govern your use of The NorthStar Group’s websites, including without limitation www.thesource.comwww.thesource360.com and any other website known or hereafter created by Source (collectively, the “Site”).  The Site is made available by The NorthStar Group and its affiliates (“Source” or “we” or “us”).  We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Site.  BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE.  If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site.

 

1. Proprietary Rights.  As between you and Source, Source owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, lyrics, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein.  Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site.  You may view the content on the Site on your computer or other internet-compatible device, and make single copies or prints of the content on the Site for your personal, internal use only.  Any commercial distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the express prior permission of Source or the applicable rights holder.  (The Site may contain some features that enable you to obtain rights to use certain of the content on the Site, such as lyrics, music, photographs, and the like.  In such situations, your rights to use such content are limited to the rights expressly granted by Source in such situations.)  You may not otherwise copy, reproduce, distribute or otherwise exploit any content, code, data or materials on the Site.  If you make other use of the Site, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.  Source will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

 

2. Submitted Information.  You agree that all information you provide to us is true, accurate and complete, and you will maintain and update such information regularly. If you choose to make any of your personally identifiable or other information publicly available on the Site, you do so at your own risk.

 

3. Rules of Using the Site. In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior.

We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement (including, without limitation, if you engage in copyright infringement via or in connection with the Site).

 

4. Submissions.

          a. General. The Site may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement.

          b.  Source’s Right to Use Submissions. By posting or uploading Submissions through this Site, you are granting Source a royalty-free, perpetual, non-exclusive, unrestricted, fully transferable, worldwide license to: (1) use, copy, sublicense, adapt, transmit, publicly perform, or display any such communication; and (2) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. The foregoing rights shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 4, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SITE.

          c. Responsibility for Your Content. You alone are responsible for the content of your messages, and you agree to indemnify and hold harmless Source and our agents with respect to any claim based upon the transmission of your message(s) and/or posting(s). We reserve the right to remove any messages for any or no reason whatsoever.

          d. Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, including, without limitation, the ability to participate in activities on the Site and the possibility that publicity or favorable exposure may arise from our or our Affiliates’ use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or our Affiliates or any other party pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.

          e. Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Artists, Representatives and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual’s name or address) within such Submission.

          f. Waiver / Indemnity. To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, our Affiliates, Representatives and Providers from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against us, our Affiliates and our and their respective Artists, Representatives and Providers with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including, without limitation, reasonable attorneys’ fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern “moral rights” or “droit moral,” or similar rights, in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and our Affiliates to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement. Without limiting any other provision herein, you agree to indemnify us, our Affiliates, Representatives and Providers as further set forth herein.

 

5. Unsolicited Submissions. Source and its employees do not accept or consider unsolicited sound recordings, musical compositions or any other creative materials (collectively, the “Submission”). If, despite our policy, you still have submitted unsolicited material to us then Source will not be obligated to treat your Submission as confidential or proprietary and, by making such a Submission, you will be deemed to have acknowledged that i) Source has no obligation and shall not be liable to you or to any person claiming through you based on such Submission and ii) you relinquish any claim whatsoever based upon your submission.

 

6Third Party Web Sites.  You may be able to link from the Site to third party Web sites (“Linked Sites”).  For example, you may purchase products, some of which may be Source products, on or though Linked Sites. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites.  Links to Linked Sites do not constitute an endorsement by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites.

 

7. Limitations of Liability and Disclaimers. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SOURCE AND ITS AFFILIATES, AND LICENSORS. EACH OF THESE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. SOURCE MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, SOURCE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR USE OF THE SITE. SOURCE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. SOURCE, ITS AFFILIATES, AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE OR ANY THIRD PARTY SITE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES AND/OR ANY THIRD PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. SOURCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY THIRD PARTY SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOURCE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE SITE OR ANY THIRD PARTY SITE. SOURCE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW OFTEN THE MATERIALS OR INFORMATION POSTED ON THE SITE WILL BE UPDATED (IF AT ALL) OR THE NUMBER OR IDENTIFICATION OF THE RECORDING ARTISTS OR OTHER INDIVIDUALS (IF ANY) THAT WILL BE FEATURED ON THE SITE.

 

8. Indemnity. You agree to indemnify, defend and hold harmless Source and its affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) your access to or use of the Site, (ii) your violation of these Terms and Conditions, (iii) your use of any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Source reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

 

9. Miscellaneous.  The Terms and Conditions and the relationship between you and us shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.  You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of New York, County of New York.  You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York.  Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision.  If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.

 

All Rights Reserved.