These Terms are a binding contract between you and us.
You understand and agree that by installing, accessing or using the ReDigi Marketplace App Software (the ?ReDigi Software?), the Site, the storage and streaming services and the resale and donation marketplace (?ReDigi Marketplace?) services related to the ReDigi Software and/ or included on the Site (collectively, the ?Service?), and/ or the applications and documentation associated therewith and any upgrades or enhancements of any of the foregoing (collectively with the ReDigi Software, the Site and the Service, the ?ReDigi Products?), you will be bound by these Terms.
If you agree to these Terms on behalf of a business or organisation, you represent and warrant that you have the authority to bind the business or organisation to these Terms and your agreement to these Terms will be treated as the agreement of the business or organisation. In that event, ?you? and ?your? will refer to and apply to the user of the ReDigi Products or that business or organisation, as required by the context. If you do not agree with these Terms, ReDigi is not willing to license to you and you may not use the ReDigi Products.
These Terms were last updated on August 7, 2013.
ReDigi reserves the right at any time to modify these Terms and to impose new additional terms or conditions on your use of the ReDigi Products. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms without notice. It is your responsibility to periodically check our terms to inform yourself of any such changes. Your continued use of the ReDigi Products will be deemed acceptance thereof.
You must be 13 years of age or older to visit the Site or use the ReDigi Products in any manner, and, if under the age of 18 or the age of majority as defined in your jurisdiction, must use the ReDigi Products under the supervision of a parent, legal guardian or other responsible adult. By accessing the Site or otherwise accepting these Terms, you confirm to ReDigi that you have reached the age of majority as defined in your jurisdiction and that you have the right, authority and capacity to agree to and abide by these Terms. You also confirm to ReDigi that you will comply with all laws, statutes, and regulations that apply to your use of the ReDigi Products.
2. ReDigi Marketplace App Software License
Subject to these Terms and in accordance with any documentation supplied by ReDigi, including any disclaimers or other notices that may be provided in connection with your use of the Software, ReDigi grants you a personal, non-sublicensable, non-exclusive license to use the ReDigi Software in accordance with these Terms.
ReDigi shall at all times retain all title to and ownership of the ReDigi Software and all copies thereof. You will not reproduce or modify the ReDigi Software or any portion thereof. You shall not rent, sell, lease or otherwise transfer the ReDigi Software or any part thereof or use it for the benefit of a third party. You shall not reverse assemble, reverse compile or reverse engineer the ReDigi Software, or otherwise attempt to discover any ReDigi Software source code or underlying proprietary information except to the limited extent as is permitted by law notwithstanding contractual prohibition.
3. Use of Content
(a) Except as otherwise expressly provided herein with respect to Digital Media (as defined in Section 5(a)) purchased on the Site, ReDigi authorises you to view and access a single copy of the content available on or from the Site solely for your personal use. The contents of the Site, such as text, graphics, images, logos, button icons, software and other content (collectively, ?Content?), are protected under United States and foreign copyright, trademark and other laws, including English law. All Content is the property of ReDigi, its content suppliers or its users. The compilation (meaning the collection, arrangement and assembly) of all Content on the Site is the exclusive property of ReDigi and is protected by United States and foreign copyright, trademark, and other laws, including English law. Unauthorised use of the Content may violate these laws and is strictly prohibited.
(b) Except as permitted by these Terms, you agree not to sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose, in connection with products or services that are not those of the ReDigi Products, in any other manner that is likely to cause confusion among consumers, that disparages or discredits ReDigi or its licensors, that dilutes the strength of ReDigi?s or any of its licensors? property rights. You further agree not to in way misuse Content that appears on this Site. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited. Any code that ReDigi creates to generate or display any Content on the pages making up the Site is also protected by ReDigi?s copyright and you may not copy or adapt such code.
4. Site Restrictions
(a) Subject to your right, as the owner of a lawfully purchased copy of Digital Media eligible for resale, to resell or otherwise deal with such copy in the ReDigi Marketplace in a manner permitted by applicable copyright law, including without limitation, applicable principles of copyright exhaustion and first sale, you may not use the ReDigi Products in order to transmit, post, distribute, sell, store or destroy material, including without limitation, Content: (i) in violation of any applicable law or regulation, (ii) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (iii) that is defamatory, obscene, threatening, abusive or hateful.
(b) You are also prohibited from violating or attempting to violate the security of the Site, including without limitation, the following activities: (i) accessing data not intended for you or logging into a server or account which you are not authorised to access, (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation, or (iii) attempting to interfere with the Service provided to any other user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, ?flooding?, ?spamming?, ?mailbombing? or ?crashing?. Violations of system or network security may result in civil and/ or criminal liability. ReDigi reserves the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
(c) You further agree to: (i) keep your password secure and confidential, (ii) not permit others to use your account, (iii) refrain from using other users? accounts, (iv) refrain from selling, trading, or otherwise transferring your account to another party; and (v) refrain from charging anyone for access to any portion of the Site, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.
(d) If you believe that any user or any content posted by any user of the Site violates these Terms, please contact ReDigi at Support@ReDigi.eu. If notified of User Content (as defined in 5(c) below) or other materials which allegedly do not conform to these Terms, ReDigi may in its sole discretion investigate the allegation and determine whether to take any other actions and whether to remove or request the removal of the User Content. ReDigi has no liability or responsibility to its users for performance or nonperformance of such activities.
5. User Content and Digital Media
(a) Subject to these Terms, ReDigi provides Services that permit you and other users to (i) license or purchase digital content, as applicable, which may include, music, sound, photographs, graphics, video, software products or other digital materials submitted, posted or displayed on or thorough the Site (collectively, the ?Digital Media?) by ReDigi itself or by users of the Site and (ii) sell your rights to Digital Media deemed eligible by ReDigi in its sole discretion to other users of the Site, provided, that any such sale is contingent on there being demand for such Digital Media on the Site as determined by ReDigi in its sole discretion. Your account will be charged simultaneously with each purchase transaction you authorise, and will be credited with your share of proceeds from sales of your Digital Media in the ReDigi Marketplace immediately upon each such sale, net of the share of proceeds to be paid to ReDigi and/or the applicable artist/lable/publisher. Your share of proceeds will vary generally from 60% to 95% depending upon the type of Digital Media involved, and will be disclosed prior to your authorisation of a sale. Unless otherwise stated in any particular case on the Site, the advertised price for a transaction includes the amount of any applicable sales or value added tax, and is deducted before the calculation of your share.
(b) You understand that all Digital Media submitted or displayed on or through the Site by you is your responsibility. You agree that any such Digital Media or your submission or display thereof: (i) shall not violate any applicable law or regulation; and (ii) shall not infringe the copyright, trademark, trade secret or other intellectual property rights of others.
(c) The Site may allow users to post or submit messages, text or other material (?User Content?) on the Site. You understand and agree that any User Content submitted, posted or displayed on or through the Site by you (i) shall be your sole responsibility (ii) shall not violate any applicable law or regulation, (ii) shall not infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, and (iii) shall not contribute to or encourage infringing or otherwise unlawful conduct, and (iv) shall not be defamatory, obscene, in poor taste, threatening, abusive or hateful. You or a third party licensor, as appropriate, retain all patent, trademark and copyright rights to any User Content you submit, post or display on the Site and you or such third party licensor, as appropriate, are responsible for protecting those rights. You agree to provide accurate and complete information in connection with your submission of any User Content to the Site.
(d) By submitting, posting or displaying User Content on the Site, you grant ReDigi a worldwide, royalty-free, non-exclusive license to use such User Content as part of the ReDigi Services, without any compensation or obligation to you. ReDigi will discontinue this licensed use within a reasonable period after such User Content is removed from the Site. You confirm that you have the right to grant or that the holder of any rights has completely and effectively waived all such rights and validly and irrevocably granted to you the legal right to grant, the license stated above. Subject to the foregoing, the owner of such User Content placed on the Site retains any and all rights that may exist in such User Content.
(e) You acknowledge that (i) download and use of the ReDigi Software (including any updates thereto) is required to assist you with the verification and transfer of any Digital Media to the Site and (ii) the verification and transfer process described above involves identifying and deleting all current and future identified copies of such Digital Media on the computer or device on which the ReDigi Software has been downloaded as well as all devices or services that are currently or in the future linked thereto and creating a digital fingerprint for such Digital Media. To do that, you agree to allow the ReDigi Software to access and scan your devices and/or services in order to identify and remove such copies, and you consent to provide the information and action required for the ReDigi Software to perform those steps on an ongoing basis. The process is fully automated, no content of any files on your device is stored by us unless you elect to upload a verified file to the Service, at which time that specific file data is stored by us. You acknowledge the importance of complying with these Terms and allowing the ReDigi Software to work as described in these Terms and in any disclaimers of other notices that may be provided in connection with your use of the ReDigi Software.
(f) You acknowledge and agree that, if you transfer Digital Media on the Site and offer it for sale, you are confirming to ReDigi and to the purchaser of such Digital Media in a legally binding way that (i) you are the lawful owner of such Digital Media, (ii) you have not altered or modified such Digital Media, (iii) you have to your knowledge destroyed all copies of such Digital Media other than the uploaded file, (iv) upon purchase of such file by a purchaser on the Site you transfer all of your rights and title in and to the uploaded file and all copies thereof to the purchaser, (v) if you should discover any other copies of such file, regardless of form or media, you will promptly destroy the same, and you consent to the removal thereof by or at the request of ReDigi from all devices or libraries on or in which it may be found at any time, with or without further notice, and without liability of or recourse to ReDigi. With respect to Digital Media that you designate for transfer on the Site, you authorize ReDigi, in its discretion, to designate or cause the designation on your behalf of the Service as an authorized device with any third party from whose site you purchased or downloaded such Digital Media, and to request on your behalf the re-download thereof to the Service pursuant to any applicable terms of such site that permit such re-download by you without cost to you.
(g) With respect to Digital Media available for purchase on the Site, any such Digital Media that you purchase may be downloaded or streamed for your personal use from the Site, or stored via the Site. Once downloaded from the Site, you assume and retain all risks related to the ownership and use thereof, including, without limitation, the risk of loss, damage or destruction. Digital Media that you purchase from another user on the Site and download from the Site is not available for re-download from the Site in the event you should damage, destroy or lose such Digital Media due to a computer crash or for any other reason. Digital Media that you purchase as ?new? on the Site, when available, is provided pursuant to arrangements between ReDigi and one or more third party distributors or other sources, and is subject to the terms established by such third party; you agree to abide by such terms with respect to such purchases. ReDigi makes no representations or warranties, and assumes no responsibility or liability with respect to such purchases, and you agree to look solely to such third parties regarding any recourse for such purchases. ReDigi is not affiliated with iTunes, Apple or any other source of Digital Media available on the Site.
(h) ReDigi claims no ownership of or control over any User Content submitted, posted or displayed on or through the Site and does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or any other communications posted by users or endorse any opinions expressed by users. You acknowledge that any reliance on User Content posted by other users of the Site will be at your own risk.
(i) ReDigi has the right, but not the obligation, to screen or monitor any Digital Media (which may include User Content) available through the Site, to investigate any reported or apparent violation of these Terms, and to take any action that ReDigi in its sole discretion deems necessary or appropriate, including without limitation, (i) refusing to accept, post display or transmit any User Content, (ii) reviewing and removing from the Site User Content that, in its sole judgment, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of any of its other users, (iii) reviewing and removing from the Site any Digital Media that, in its sole judgment, violates these Terms, violates applicable laws, rules or regulations, and (iv) expelling users and preventing their further access to the Site and/ or use of the ReDigi Products for violating these Terms or applicable laws, rules or regulations. While ReDigi reserves the right in its sole discretion to remove User Content, Digital Media or other material from the Site from time to time, ReDigi does not assume any obligation to do so and disclaims any liability for failing to take any such action.
(j) Except as otherwise provided in ReDigi policies applicable to its Artist Syndication Program and ReDigi Independent Distributors, and except for the application of credits in a user?s ReDigi account to the purchase of Digital Content on the Site, without the consent of ReDigi, which consent may be withheld for any reason or no reason except to the extent otherwise required by applicable law, credits in a user?s ReDigi account may not be withdrawn, transferred or applied by the user. You agree that if your ReDigi account shall not have been accessed by you at least once for any period of 36 months or more, at ReDigi?s option your account may be closed. In such case, you agree to donate any credits and Digital Media then in your ReDigi account, and the proceeds thereof, to benefit one or more charities selected by ReDigi, and hereby authorise ReDigi to cause such donation to be made.
7. Disclaimer of Warranties and Consequential Damages; Limitation of ReDigi?s Liability
(a) Because user authentication on the Internet is difficult, ReDigi cannot and does not confirm that each user of the Site is who he or she claims to be. Changes are periodically made to the ReDigi Products and may be made at any time. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any User Content submitted, posted or displayed on or through the Site by you.
(b) ReDigi tries to keep the Site up, error-free, and safe, but ReDigi does not guarantee that the ReDigi Products or the Content will be safe or secure. ReDigi does not warrant that the ReDigi Products will operate error-free or that the Site and its servers are free of computer viruses or other harmful mechanisms. If your use of the ReDigi Products or the Content results in the need for servicing or replacing equipment or data, ReDigi is not responsible for those costs. ReDigi uses reasonable care and skill in providing the ReDigi Products, but beyond that the ReDigi Products and the Content are provided without any warranties of any kind. ReDigi disclaims all other warranties, whether express or implied, including any warranty, condition or other terms of satisfactory quality, merchantability, fitness for particular purpose and non-infringement. ReDigi makes no warranties about the accuracy, reliability, completeness, or timeliness of the ReDigi Products or the Content.
(c) ReDigi cannot guarantee and does not promise any specific results from your use of the ReDigi Products ? including, without limitation, any guarantee that Digital Media that you transfer to the Site and desire to sell through the Site will be sold. No advice or information, whether oral or written, that you may obtain from ReDigi through or from the Site shall create any warranty or assurance not expressly set out in these Terms.
(d) Nothing in these terms shall exclude or limit ReDigi?s liability to you: (i) for death or personal injury caused by our negligence; (ii) for fraud or fraudulent misrepresentation; (iii) or for any other liability that may not, under applicable law, be limited or excluded.
(e) Subject to clause 7(d) above, ReDigi shall not be responsible or liable in connection with the Site, the ReDigi Products or the Content (whether for breach of contract, negligence, or any other reason) for: (i) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, (ii) for any indirect, incidental or consequential damages, or (iii) to loss of business revenues and loss of business profits, in any case, even if ReDigi has been advised of the possibility of such damages. ReDigi shall not be responsible for any matter beyond its reasonable control. ReDigi is not responsible for the actions, content, information, or data of third parties including other users, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.
(f) ) Subject to clause 7(d) above, ReDigi?s maximum liability arising out of or in connection with the ReDigi Products or your use of the Content, regardless of the cause of action (whether for breach of contract, negligence, or any other reason), will not exceed the greater of (i) the total fees collected by ReDigi in connection with sales and purchases of Digital Media on the Site by you in the 12 months prior to the action giving rise to the liability and (ii) US $100 (or the equivalent of such amount in the currency of your jurisdiction of residence. Applicable law may not allow the limitation or exclusion of liability of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, ReDigi?s liability will be limited to the fullest extent permitted by applicable law.
You agree to indemnify ReDigi and its group companies against any court judgments made against ReDigi or its group companies and ReDigi?s (or its group companies?) reasonable costs incurred in defending or investigating a claim made against them arising out of a breach by you of these Terms relating to (a) any User Content, Digital Media or other material you provide to the Site, or (b) your use of any Content.
9. Terms and Termination
These Terms will remain in full force and effect while you are a user of the ReDigi Products at any level. ReDigi reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, removal of your User Content from the Site and immediate termination of your account with or ability to access the Site and/ or any other ReDigi Products, upon any breach by you of these Terms or if ReDigi is unable to verify or authenticate any information you submit the Site. Even after you are no longer a user of the ReDigi Products, certain provisions of these Terms will remain in effect, including Sections 2-10.
(a) These Terms are governed by the English law and you agree that any dispute between us regarding them or the ReDigi Products will be dealt with only by the English courts.
(b) Nothing shall prevent ReDigi from initiating proceedings to protect our intellectual property rights before any competent court, including applying for an injunction or other equitable relief.
(c) If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Terms, and the remaining portions shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, ReDigi?s failure to enforce any term of these Terms shall not be deemed as a waiver or such term or otherwise affect ReDigi?s ability to enforce such term at any point in the future.
(d) All of ReDigi?s rights and obligations under these Terms are freely and fully assignable by ReDigi in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Neither your rights nor your obligations arising under these Terms are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect.
(e) Each party hereto is an independent contractor of the other and no agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. Except as expressly set forth herein, neither party shall have the power to obligate or bind the other party.
(f) Except as expressly provided in any additional agreement or additional Terms for certain areas of the Site, a particular ?Legal Notice?, or material on particular pages of the Site, these Terms constitute the entire agreement between you and ReDigi and govern your use of the ReDigi Products, superseding any prior or written agreements between you and ReDigi. As mentioned above, ReDigi retains the right at any time to modify these Terms and to impose new additional terms or conditions on your use of the ReDigi Products. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms without notice. It is your responsibility to periodically check our terms to inform yourself of any such changes. Your continued use of the ReDigi Products will be deemed acceptance thereof.