digi dj terms and conditions

1. Introduction.

This Agreement is a legal document which sets out your rights and obligations, and those of the Provider ("Provider", "we" or "us"), in relation to this site and the services offered by us through it (collectively, the "Digi DJ Service"). You must take the time to read and understand it before registering for the Digi DJ Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 21 below.

2. The Digi DJ Service, and obtaining an Account.

The Digi DJ Service provides a venue where:

1. record labels and others (collectively, “Labels”) can:

• upload music tracks (each a “Track”) and associated material in which they hold rights (collectively, “Uploaded Content”);
• select a service date when they wish the availability of the Track to be notified to DJs users of the Digi DJ Service (“DJs”);
• specify the commercial model they wish to apply to the Uploaded Content, namely paying for:
• receiving DJ Commentary (as defined below) on the Track; and/or
• the Track being featured on the main page of the Digi DJ Service,

according to our then-current charging structure, (the model selected by the Label being the “Label Payment Model”)

1. DJs who satisfy our qualification criteria can apply to register for the Digi DJ Service, and if accepted by Provider (which acceptance we are entitled to grant or refuse in our absolute discretion) the DJ can then select a subscription period (three, six or twelve months, typically), and make the payment we require for that subscription period, (the “DJ Subscription”), and for the duration of that DJ Subscription:

• the DJ will receive periodic (typically weekly) notifications of Tracks available for download;
• in respect of each such Track, the DJ will be able to view the Track by streaming it;
• having streamed the Track, the DJ may decide to download the Track – but the DJ must first  provide all comments requested by us concerning the Track (“DJ Commentary”); and
• once complete and adequate DJ Commentary has been provided on the Track, the DJ will – subject to any timing and volume constraints imposed by the relevant Label or Digi DJ – be permitted to download the Track in question.

Any visual, audio, audio-visual or other work, including Uploaded Content and DJ Commentary, that is associated with a User (or a User’s Account) is referred to as “User Content” from here on.

People who register for the Digi DJ Service, whether as a Label, DJ or otherwise, establish an "Account", and become "Users".

You must be at least 16 years of age to obtain an Account.

Please note that the Digi DJ Service is only to be used by people who are reasonably skilled in web and Internet usage.  Please also note that the Digi DJ Service is a trial service.  This means that there may be aspects of the service that are not completely final, that have bugs or may be difficult to use.  Users must take account of this.

Labels must ensure that (a) each Track is provided for streaming and download at the encoding rate specified by us, and (b) its Uploaded Content otherwise conforms to our policies notified to the Label, from time to time.  Users acknowledge that Provider will be entitled (a) to check that individual Tracks comply with such encoding rates, have the BPM rates attributed to them, and are otherwise compliant with our requirements; and (b) to reject any Track that is found not to be compliant.

Our FAQs and other service documentation available on the Digi DJ Service provide further information about our service; you should consult them concerning queries or issues you may have about the Digi DJ Service.

You undertake to register or apply for the Digi DJ Service using accurate and current information about yourself – including your correct name, address and any other requested details. If you are asked for, and provide, details of a credit, debit or charge card during the registration or application process, you must ensure that (a) you are fully entitled to use that card, and (b) it has available funds sufficient to cover the charges which are deducted from it. As part of the registration process for the Digi DJ Service, you will receive a verification email, the purpose of which is to take reasonable steps to ensure that the email address you have nominated during registration is controlled by you. That email contains simple instructions which you must follow.   As indicated in sub-Clause b. above, note that we may accept or decline applications to join the Digi DJ Service as a DJ.  If an applicant is not accepted by us as a DJ, then we will delete from our systems all credit, debit or charge card (and other personal) information provided by that applicant as part of the during the registration/application process.

Where the User (typically a Label) is a limited company, partnership or other entity (an “entity”), you undertake that:

1. you are entitled to enter into this Agreement on behalf of the entity,
2. the entity will be bound to this Agreement in the same way as you, and

• this Agreement will accordingly be enforceable both against you and the entity.

3. Fees

Labels and DJs respectively undertake to make payments to us (or as directed by us) according to the (a) Label Payment Model; and (b) DJ Subscription, (collectively, “Fees”).

All DJ Subscription Fees are (unless otherwise indicated) stated inclusive of VAT.  Label Payment Model Fees payable under this Agreement are exclusive of any Value Added Tax (or similar tax) that may be payable. You will pay all such tax at the rate and in the manner required by law.

In the event that any Fees due from a Label or DJ under this Agreement are not paid at the time we seek payment, then (without prejudice to any other remedies available to us) we will be entitled but not obliged to:

• charge interest on the outstanding amount at the rate of three percent per annum over the then-current base rate of National Westminster Bank Plc from the date payment becomes due until payment in full. This interest will accrue daily;
• remove the User Content of or relating to that User from the Digi DJ Service, pending receipt of all outstanding Fees.  Upon reinstatement of User Content, we will be entitled to charge you a reinstatement fee that will be notified on the Digi DJ Service site from time to time.

Fees will not be rebated or refunded by Provider, except as follows. If, under Clause 4 below, we withdraw the Digi DJ Service, then to the extent that DJs whose paid-for DJ Subscriptionwould have extended beyond the date when the Digi DJ Service is withdrawn (that period being the “Unused Subscription Period”) will be entitled to a pro-rata rebate of Fees they have paid in respect of each complete month of the Unused Subscription Period (provided that, given the preponderance of activity early in the DJ Subscription, the first month of a six-month, and the first and second month of a twelve-month, DJ Subscription shall be treated as consuming 50% of the relevant Fees for the purposes of this calculation, so that the balance of the DJ Subscription shall be deemed to constitute 50% of the Fees for the purpose of pro-rating). No rebate of any part of the Fees will be payable under any circumstances, other than as provided in this paragraph. 

We may offer new or ancillary services from time to time which require the payment of fees - either to us or a nominated third party - on terms which will be provided to you at the time.

When a Label or DJ agrees to a Label Payment Model or DJ Subscription, that Label or DJ is agreeing to take the Digi DJ Service that we make available to the Label or DJ promptly after it agrees to pay the relevant Fees.  As a result the Label and DJ do not have the right to cancel their Label Payment Model or DJ Subscriptionduring the cooling-off period which is provided for certain transactions under the Consumer Protection (Distance Selling) Regulations 2000.

4. Withdrawal of the Digi DJ Service

The Digi DJ Service is a trial service.  Therefore, please note that the Provider reserves the right, on no less than 90 days’ notice to the User, to withdraw the Digi DJ Service completely.  In that event, User Content will cease to be available on or through the Digi DJ Service.

5. Ending use of the Digi DJ Service.

Users can cease to use the Digi DJ Service at any time.  Ceasing such use does not imply a User’s right to remove User Content from the Digi DJ Service.

If you cancel your Account, or we cancel it for any reason, or you cease use of the Digi DJ Service, you remain responsible for performing your obligations under this Agreement, and the rights granted to us under this Agreement in Clause 6 will not be terminated as a result.

Where a DJ has been provided with a free DJ Subscription, failure to use the Digi DJ Service to effect the download of a Track in accordance with process described in Clause 2 b. above during the initial 90 days of that free DJ Subscription will permit us to terminate that DJ’s Account, and bar that DJ from using the Digi DJ Service.

6. Intellectual Property

By uploading User Content onto the Digi DJ Service, a User expressly:

1. grants to us a non-exclusive licence to use, reproduce, modify, distribute and show in public that User Content on and through the Digi DJ Service;
2. undertakes that all moral rights (namely, the right of any person to be identified as the author, and the right to integrity, of the User Content) are satisfied in respect of the relevant User Content by the manner in it is presented and dealt with on and through the Digi DJ Service; and
3. grants to other Users (through us, under our non-exclusive licence referred to above), the non-exclusive, personal, non-transferable right to use and reproduce the relevant User Content both for  personal use and for public performance.

You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to the Digi DJ Service and User Content are owned by, or subject to exclusive licenses in favour of, us or the relevant Label. It is easy to copy material which appears on web-sites, but this does not mean it is legal. Therefore, no-one may copy, distribute, show in public or create any derivative work from the Digi DJ Service, or any of the material which is found on the Digi DJ Service unless properly licensed to do so by us, or as provided above.

7. Privacy policy.

Our privacy policy forms part of this Agreement, and by agreeing to this Agreement, you also give your consent to the way we may handle your personal data in that policy. The privacy policy can be found at www.digidj.co.uk

8. Our Role.

You, whether you are a User or just a non-User who visits the Digi DJ Service or a User Content, acknowledge that we are not and cannot be responsible for the behaviour of Users - whether on the Digi DJ Service or outside of it.  In particular, you should be aware that the Digi DJ Service does not generally pre-screen or monitor User Content.  Accordingly, you acknowledge that you may be exposed to User Content that is offensive, indecent, objectionable, or otherwise infringes the requirements of this Agreement or the law. Under no circumstances will we be liable in any way for User Content.

See further Clause 11 below.

We are not a party to, and shall not be involved in or responsible for, transactions, agreements and/or disputes between Users arising in connection with the use of the Digi DJ Service.

9. Unavailability

From time to time, the Digi DJ Service or User Content may be unavailable. We cannot guarantee continuous access to the Digi DJ Service and or User Content. However, we will strive to ensure that the periods of planned unavailability, which you will be informed of when you access the Digi DJ Service at the relevant time, are kept to a minimum.

10. Software.

During the term of this Agreement, we will make available to Users the ability to use certain the Digi DJ Service and third party software (collectively, the “Licensed Material”).  It is to be used in accordance with our FAQs and other service documentation available on the Digi DJ Service site.  The Licensed Material may not be copied or distributed, or used for any purpose other than using the Digi DJ Service in accordance with this Agreement. You may not reverse engineer, decompile or disassemble any of the Licensed Material, save to the extent expressly permitted by applicable law.  Third party software and associated documentation comprised in the Licensed Material is subject to the licensing conditions imposed by the proprietors of that software.

11. Misuse.

We reserve the right (a) to suspend or terminate any User’s access to the Digi DJ Service, or parts of it, and/or (b) to remove from access via the Digi DJ Service any User Content (and any other User Content apparently controlled by the same User), if the relevant User or User Content appears to us to be in breach of any provision of this Agreement.

It is each User’s obligation to ensure that User Content uploaded onto the Digi DJ Service by such User or associated with such User’s Account, and the use and exploitation of it under this Agreement:

1. does not infringe the rights of any third parties or any laws or regulations, including (in the European Union) the Data Protection Directive (95/46/EC), the Directive on Privacy and Electronic Communications (2002/58/EC), the Electronic Commerce Directive (00/31/EC) and the Distance Selling Directive (97/7/EC), and any national implementations thereof, in any country where any message is originated or delivered;
2. is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
3. is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
4. does not contains any defamatory or racist material, or depict or advocate drug taking, violence or the use of weapons, or include abundant or gratuitous swearing or coarse language;
5. does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
6. does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, unfair competition, anti-discrimination, false advertising and privacy);
7. does not breach the rights of any person or entity (including copyright or any rights or expectations of privacy), and has the prior documented consent of all persons appearing in the User Content;
8. does not advertise any goods or services

.

If you – whether you are a User or a non-User who visits the Digi DJ Service or a User Content – see or experience anything in a User Content, or any content, activity or communication undertaken or appearing on, through or in connection with any User Content, that appears to infringe the above, we would like to inform the relevant User of it, and us too at support@Digidj.co.uk.

12. Contact from third parties.

If anyone contacts us in relation to your User Content or content, activity or communication undertaken or appearing on, through or in connection with it, then you agree:

a.            to provide all reasonable information and assistance we may require in connection with responding to that contact; and

b.            to respond promptly and accurately to it, should we pass the message to you for a response.

13. Additional services.

We or our affiliates may offer new or additional services through the Digi DJ Service from time to time. Users’ use of those services may be subject to additional terms and conditions, which they must comply with. Provided that those terms are notified to you on the Digi DJ Service in an appropriate manner (as determined by us in our reasonable discretion) when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.

14. Operation of the Digi DJ Service.

We reserve the right to withdraw or modify one or more aspects of the Digi DJ Service, or the entirety of it, where we have legal or commercial reasons to do so. There may also be times when the Digi DJ Service becomes inaccessible as a result of technical difficulties experienced by Provider or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. For security or other reasons, we may require you to change password or other information which facilitates access to the Digi DJ Service; however, we will never ask you for your password.  You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.

15.  Liability.

1. We warrant that the Digi DJ Service will be performed with reasonable care and skill with the intention of meeting our specifications for the Digi DJ Service, but:

• as indicated above, note that the Digi DJ Service is a trial service, and that aspects of the service that are not completely final, may have bugs or be difficult to use; and
• we cannot and do not guarantee that the Digi DJ Service will meet your requirements, including (without limitation) as to the availability or speed of delivery of any User Content.

1. Provider shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
2. Nothing in this Agreement shall exclude or restrict our liability for death or personal injury resulting from our negligence.
3. Subject always to sub-Clause f. below, Provider shall be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by its act or omission or that of its employees, agents or subcontractors. Provider’s aggregate liability during any successive period of twelve months, the first of which shall be deemed to begin on the date when you obtain your Account (each a “Year”), shall be limited to whichever is the greater of:

i. £10 (ten pounds sterling); or
ii. The Fees you have paid to us during that Year.

• It is your responsibility to take out insurance against risks which exceed the amounts specified in sub-Clause d. above or are otherwise excluded from this Agreement.

1. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
   

i. for any loss of revenue, business, anticipated savings or profits, or
ii. for any indirect, special or consequential loss damage, costs or other claims,

howsoever caused or arising, whether through non-supply or late supply of the Digi DJ Service or other non-performance of this Agreement or otherwise.

1. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
2. For the avoidance of doubt, Provider will not have liability to you or any other person in respect of User Content or content, or any activity or communication undertaken or appearing on, through or in connection with User Content.
3. The provisions of this Clause 15 shall survive the termination or expiry of this Agreement.

16. Indemnity.

1. Each party (“indemnifier”) shall respectively, as provided in
   i. and ii. below, indemnify the other party (“indemnified”) against all costs, claims, expenses and liabilities arising out of any action, demand, allegation or proceeding by any person or entity (including, without limitation, any regulator) based on:

i.      indemnification by Provider: an allegation that the use or possession by you of the Licensed Material in accordance with Clause 10 above infringes the copyright or other intellectual property rights of any third party; or
ii. indemnification by User: an allegation which, if proved, would show that a breach of Clause 6 or Clause 11 above had occurred.

1. Indemnification under sub-Clause a. above is conditional upon the indemnified:

i. notifying the indemnifier promptly upon being notified or becoming aware of any matter which may be indemnifiable by the indemnifier under that sub-Clause;
ii. giving to the indemnifier the entire control of the defence and settlement of such matter; provided the indemnifier gives to the indemnified upon request reasonable security for the conduct of the matter, in the absence of which the indemnified shall conduct the defence and settlement of the matter in accordance with reasonable instructions given by the indemnifier, subject to the instructions being given as promptly as the indemnified reasonably requires; and
iii. providing to the indemnifier (at the indemnifier's expense) all reasonable assistance requested by indemnifier in connection with such defence and settlement, including (without limitation) by executing documents.

17. Suspension.

In addition to the other rights of suspension specified in this Agreement, Provider is entitled to suspend provision of the Digi DJ Service or the availability of User Content (as the case may be) at any time if:

1. Provider is entitled to terminate this Agreement;
2. Provider is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
3. Provider has cause to believe in its reasonable opinion that you are in breach of any of its obligations under this Agreement; or
4. any payment due to Provider hereunder is outstanding after the due date for payment.

18. Termination.

This Agreement may be terminated by notice as follows:

1. by either party in the event the other has failed to perform any material obligation required to be performed under this Agreement and such failure is not corrected within 30 days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Clause;
2. by either party in the event that the other party (being a company) presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or (if a non UK national or corporation) shall suffer anything analogous to these matters to occur to him or it; or
3. by Provider on 90 days’ notice to the User in the event that we withdraw the Digi DJ Service.

19. Assignment.

We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of Provider assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.

20. Entire Agreement.

This Agreement is intended to contain your entire agreement with us relating to the Digi DJ Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the Digi DJ Service, except for any fraud or fraudulent representation by either of us. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.

21. Changes to this Agreement.

Provider reserves the right to change this Agreement from time to time, and post the new version on the Digi DJ Service. When we do so, we will notify you of the fact that there are changed terms on the main screen (www.Digidj.co.uk), and the new version of these terms and conditions will take effect, and will govern all Digi DJ Services and your relationship with us:

1. commencing thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the Digi DJ Service; or
2. immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreement.

22. General.

In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable. You and Provider are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

23. Law.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts.

24. Keeping this Agreement.

We don’t separately file the individual Agreements entered into by members when they register for the Digi DJ Service. You can access it at www.digidj.co.uk/terms.asp. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.

25. Contact.

The Provider is Digi DJ Limited, and our address is PO Box 3436, Barnet, Hertfordshire, EN5 9FH. We are a company registered in England and Wales under registration no. 06132079. Our VAT registration number is 899 4366 48. Please note that all notices under this Agreement are to be sent and received by email. For this purpose, your notices should be sent to admin@digidj.co.uk and we will send our notices to you at the email address you notify to use when you register as a User as changed subsequently in your Account details.