SKIO MUSIC INC. TERMS OF USE

Please Note: These terms are NOT current. Please read the current terms.

Effective Date: October 1, 2014

TERMS OF USE FOR SKIO MUSIC INC.

Welcome and thank you for visiting SKIO Music Inc. (“SKIO,” “we,” or “us”). Please read and review the following terms of use (the “Terms of Use” or “Terms”) carefully to understand how to use SKIO’s website, located at www.skiomusic.com, and all associated sites linked to http://skiomusic.com by SKIO (the “Site”). By using any of our services or visiting the Site, you agree to be legally bound by, and use our services and Site in compliance with, these Terms of Use. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES.

Please also read SKIO’s Privacy Policy (available from the Site), as it also applies to the use of this Site, and its terms and conditions are made a part of these Terms of Use by this reference.

These Terms of Use and the Site are subject to change without notice. We may make changes to these Terms of Use from time to time. When we do, we will revise the “effective date” date set forth above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Site after such changes have been published to our Site will constitute your acceptance of such revised Terms of Use.

About Us

SKIO’s goal is to introduce new and upcoming artists to a larger audience than that which would normally be achieved through traditional self-promoting techniques. SKIO offers a platform which enables artists to upload their music to our Site and interact directly with interested users to download selected music. Our Site also provides optional services for members to engage in the creative process by remixing and sound editing the artists’ music.

Our Customers

By using the Site, you represent that you are at least 18 years of age or you are 13 years of age and have parental or legal guardian consent. You also represent that your use of the Site does not violate any applicable law, rules or regulations.

The Site is free to all users. However, select portions of the Site are available to registered members only. To become a member of the Site (“Member”), users must create an account by providing us with your email address and then choosing a username and password (the “Account”). You will be required to pay a membership fee. You will be asked to choose one of the following membership options:

  1. a monthly fee of $9.00 (the “Monthly Fee”); or
  2. an annual fee of $99.00 (the “Annual Fee”).
    (the Monthly Fee and the Annual Fee together, the “Fee”)

Please note that the Fee is subject to change from time to time in SKIO’s discretion.

You agree not to use the Account, username, email address or password of another Member at any time or to disclose your password to any third party. If you believe that your username and password has been compromised, please contact SKIO immediately at info@skiomusic.com.

You may terminate your membership at any time. If you terminate your membership, you will not be entitled to the refund of Fees or payments.

User Conduct

You warrant and agree that, while using the Site, you shall not upload, post or transmit to or distribute or otherwise publish through the Site any materials that:

  1. are protected by copyright, or other proprietary or intellectual property right, or derivative works with respect thereto, except as provided herein or without first obtaining permission from the copyright owner;
  2. are unlawful, threatening, harassing, profane, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), invasive of another's privacy, or hateful;
  3. restrict or inhibit any other user from using and enjoying the Site;
  4. constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability; or
  5. contain a virus or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact.

You also warrant and agree that you shall not:

  1. impersonate or misrepresent your affiliation with any other person or entity;
  2. upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information or other material);
  3. engage in spamming, flooding or promote or distribute any unauthorized advertising;
  4. misrepresent works as your own or misrepresent the popularity of any of your works;
  5. store, collect or retain content from the Site in a separate destination that in any way replicates substantially material offered from the Site;
  6. engage in any conduct that would constitute a criminal offense or give rise to civil liability of any nature; or
  7. attempt to gain unauthorized access to our computer system or other computer systems through the Site.

SKIO Copyright

Except as otherwise expressly permitted herein, you may not upload, post, publish, reproduce, transmit or distribute in any way any component of the Site itself or derivative works with respect thereto, as the Site is copyrighted as a collective work under Canadian copyright laws.

Any and all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code uploaded by you shall remain yours solely to own and control (“User Content”). SKIO does not claim nor will it claim any ownership or right to User Content and such User Content remains as the sole responsibility of the user/artist. However, User Content remains subject to the aforementioned Terms of Use and any User Content that violates the Terms of Use may be immediately removed by SKIO and may result in termination of your Account.

By uploading your User Content, you consent and agree to SKIO processing and storing your User Content on SKIO’s or one or more third party’s servers, wherever situated. To the extent that SKIO is providing you with its Site services, you agree and grant to SKIO such licenses as may be required on a worldwide, non-exclusive, royalty-free and fully paid basis. The license you grant is on an ongoing basis; provided, however, that after you remove your User Content from the Site, we will make commercially reasonable efforts to remove such specific deleted User Content from further distribution on the Site as soon as practicable. However, deleted User Content may persist in archival copies on the Site servers for a reasonable period of time. SKIO will comply, in a commercially reasonable period of time, with any take-down notices as may be delivered to SKIO’s Copyright Agent (information provided below) provided that, upon SKIO receiving such notification, SKIO may request proof of copyright ownership from the copyright owner prior to complying with any such take-down notice.

Notwithstanding anything to the contrary contained herein or in any other agreement between you and SKIO, SKIO assumes no responsibility for the distribution of your User Content that may have occurred by you or other users to other Linked Sites, or otherwise and which may continue to be displayed, distributed and used on other Linked Sites. SKIO is under no obligation to delete or ask other users of Linked Sites or management of the Linked Sites to delete such User Content.

You may set your own terms and conditions through one of our pre-formulated contracts, which enables you to adjust such terms and conditions to meet the needs of you as the artist and other users/Members. You may also agree and grant to other users of the Site and to other operators to which your User Content has been stored or shared to use, copy, repost, transmit or otherwise distribute, publicly perform, adapt, remix, alter, prepare derivative works of, compile, make available and otherwise communicate to the public your User Content subject to the terms and conditions set by you under one of SKIO’s pre-formulated contracts. Please note that SKIO is not a party to any of the pre-formulated contracts and your decision to use the pre-formulated contracts, as provided by SKIO, is solely for the benefit of you and other users/Members. We make no representations or warranties regarding the suitability of the pre-formulated contracts for your intended purposes.

Site Monitoring

We have no obligation to monitor any content on or through the Site and we assume no obligation. You acknowledge and agree, however, that we do retain the right to monitor the Site and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site properly, or to protect ourselves or our users.

Please refer and familiarize yourself with our Privacy Policy, which is incorporated into these Terms of Use by reference.

We reserve the right to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Use and conditions.

You agree to defend, indemnify and hold the site proprietors and their directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software or other materials through the Site by you.

Payment

By reading these terms and conditions, you hereby agree to solely use Paypal, or other designated payment service as may be required by SKIO, from time to time in its sole discretion, in completing transactions between artists and users. Please note that SKIO accepts no responsibility with respect to these transactions.

DISCLAIMER OF WARRANTIES.

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED "AS IS," WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL THE SITE PROPRIETORS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL ANY SITE PROPRIETOR BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE SITE PROPRIETORS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNTS PAID BY YOU TO SKIO AND $10.00 CANADIAN.

BY READING THESE TERMS OF USE, YOU ACKNOWLEDGE THAT THE SITE PROPRIETORS, DIRECTORS, EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS AND ARE NOT LIABLE FOR ANY COPYRIGHT INFRINGEMENTS, INFRINGEMENTS ON ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF PRIVACY RIGHTS, ANY CONTENT POSTED BY USERS/ARTISTS WHICH MAY BE DEFAMATORY, OBSCENE, OFFENSIVE OR IN VIOLATION OF PUBLIC STANDARDS OF DECENCY AND THE ACCURACY, COMPLETENESS, TRUTHFULNESS AND RELIABILITY OF ANY INFORMATION, MUSIC OR WORKS UPLOADED TO THE SITE.

The Use of External Platforms for Media Import and Export

You may send SKIO physical storage media (the “Media”) that we may use to either (a) transfer data contained on the Media into supported storage services (such as, Amazon S3, Amazon EBS, and Amazon Glacier by way of example only) as your User Content or (b) transfer certain of your User Content to the Media (such data contained on Media either before or after transfer, “Data”) and provide the Media to you.

By reading these Terms of Use, you acknowledge that any transfers to and from Media are subject to you complying with all specifications and documentation for either Amazon Web Services Import/Export (including the AWS Import/Export Pack and Ship Check List), or any other such mass media transferring platform (“MMTP”) as designated by SKIO, as posted by us and updated by us from time to time on the SKIO Site, including Media, shipping and encryption requirements. You will be solely responsible for all shipping and handling costs (including costs of freight and transit insurance) for shipping Media to or from us. You are responsible for payment of all customs, duties, taxes and other charges in connection with Media being shipped to or from us.

You represent and warrant that you will not deliver to us, and we may refuse to accept, any damaged, defective or unreadable Media or any Media otherwise not shipped in accordance with these Terms of Use (collectively, “Unsuitable Media”). We may return or dispose of any Unsuitable Media, or erase Data on such Unsuitable Media. Any additional expenses incurred in connection with Unsuitable Media may be charged as additional fees to your Account. If you request and we return Unsuitable Media to you, you agree that we will select the shipping carrier and handling standards for return of such Unsuitable Media in our sole discretion, and the carrier and standards may not be the same (and may cost more) than those we use for shipping media in connection with any MMTP generally. For avoidance of doubt “Media” includes “Unsuitable Media”.

You will bear the entire risk of loss of, or damage to, any Media (including Data) while in transit and you are solely responsible for obtaining insurance at your expense. We have no liability or responsibility with respect to any delay, damage or loss incurred during shipment, including loss of Data.

You will retain title to any Media we receive from you and store as part of AWS Import/Export or MMTP. You supply us with Media and Data entirely at your own risk. We are not responsible for and will not be held liable for any damage to Media or any loss of Data. Our confirmed receipt of delivery does not:

  1. indicate or imply that any Media or Data has been delivered free of loss or damage, or that any loss or damage to any Media or Data later discovered occurred after confirmed receipt of delivery;
  2. indicate or imply that we actually received the number of units of Media specified by you for such shipment; or
  3. waive, limit or reduce any of our rights under these Terms of Use. We reserve the right to impose, and change, from time to time, volume limitations on the delivery of your Media, and you will comply with any of these restrictions or limitations. We recommend that you back-up Data prior to delivery to us. Your Data should not include live or production data or any other data that you are not prepared to lose. For avoidance of doubt, your User Content includes Data.

You represent that you have all necessary rights to:

  1. provide the Media and Data to us for upload into supported storage services; and
  2. authorize our transfer of any Data specified by you to the Media.

You represent that import or export of the Media or Data to or from us does not require a license under the laws or regulations of any country.

We may reproduce Data as necessary to transfer it between Media and supported storage services.

Use of AWS Import/Export or MMTP requires use of a supported storage service. You are responsible for the separate fees you accrue for storage services.

IN ADDITION TO THE DISCLAIMERS IN THE THESE TERMS OF USE, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF MEDIA OR DATA BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR DATA, INCLUDING ENCRYPTING SENSITIVE DATA.

In addition to your indemnification obligations under the Terms of Use, you agree to indemnify, defend and hold us, our affiliates, agents, officers, directors, employees, successors, assigns and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of:

  1. the Media (whether or not title has transferred to us) and Data, including any personal injury, death or property damage (including any damage caused by malicious or harmful code included in Data);
  2. any sales, goods and services, use, excise, import, export, property, value added or other taxes or duties assessed or imposed on us or our affiliates in connection with or as a result of the storage, shipping or other actions by us taken with respect to the Media or Data; and
  3. any legal or regulatory violation, arising under the laws or regulations of any country, related to import or export of the Media or the Data.

Once AWS Import/Export or MMTP services are complete, we will return the Media to you. We may return Media to you for any reason, including upon termination of your Account or the AWS Import/Export or MMTP service. Returned Media will be sent to your designated shipping address. Media shipped to us for import into or export from supported storage services in the EU (Ireland) Region must originate from and be returned to an address within the European Union. If we have an outdated, incorrect or prohibited address for you, we will attempt to notify you and you will have thirty (30) calendar days from the date we provide notification to supply a substitute address. If you do not supply a substitute address within thirty (30) calendar days of notification, the Media will be deemed Unsuitable Media subject to disposal. We may erase Data and dispose of Media in any manner and we have no obligation to reimburse or compensate your for any loss of Media or Data due to our disposal.

Notwithstanding anything to the contrary in these Terms of Use, you may give agents and subcontractors of your choosing access to the private key associated with your account solely for the purpose of (a) preparing Data for import or export using AWS Import/Export or MMTP or (b) confirming the integrity of Data imported or exported using AWS Import/Export or MMTP. You remain fully responsible for and indemnify us for all activities undertaken by such third parties under your account. Other than as specifically set forth in this section, all terms and conditions of these Terms of Use continue to apply to your use of the Site.

We will not act as the importer of record for your shipments of Media or Data. If we are importing or exporting your shipments of Media or Data into the Asia Pacific (Singapore) Region, you will not act as the importer of record and you represent and warrant that: (a) You are not a resident of Singapore; (b) You have a business establishment or fixed establishment outside of Singapore and not in Singapore; (c) You are domiciled outside Singapore if you have no business or fixed establishment in any country; and (d) You are not registered or required to be registered for GST in Singapore.

You will notify us if, at any time, you are using the AWS Import/Export or MMTP service to ship Media or Data into the Asia Pacific (Singapore) Region and you are not acting as the importer of record, and you become unable to make any of the above representations and warranties. If you are not acting as the importer of record on your shipment of Media or Data to the Asia Pacific (Singapore) Region, then the Media or Data must (i) be returned to a location outside of Singapore, (ii) be exported on an FCA basis; and (iii) you must be importer of record in the country that the Media or Data is returned to.

Links from and to the Site.

You acknowledge and agree that we have no responsibility for the accuracy or availability of information provided by third party websites to which you may link from the Site ("Linked Sites"). Links to Linked Sites, which may be via invites from other users or from SKIO directly, do not constitute an endorsement by or association with us of such sites or the content, products, advertising or other materials presented on such sites. We do not author, edit, or monitor these Linked Sites. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Sites.

Modifications to the Site and the Services.

We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. We may also impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty.

Copyright Act Agent.

We respect the intellectual property rights of others, and require that users of the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

  1. Your address, telephone number, and email address;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description of where the alleged infringing material is located;
  4. A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
  5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Act Agent Information

Email: copyright@skiomusic.com

Address: Suite 7352 – 515 West Hastings Street, Vancouver, B.C., Canada

Postal Code: V6B 5K3

Attn: Copyright Act Agent

Phone Number: +1 (604) 716-2456

Site Communications

The Site performs technical functions it deems necessary or appropriate to offer the Site services, including, but not limited to, the transcoding and/or reformatting of the User Content to allow its use throughout the Site. In addition, you agree and acknowledge that the Site may send you messages to your Account or email address (“Messages”), whose content may include:

  1. notifications of factual information pertaining to your ongoing use of the Site or your ongoing membership with the Site;
  2. information that facilitates, completes or confirms a commercial transaction; or
  3. information regarding a Site update.

Indemnity

You agree to indemnify and hold SKIO, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, assigns, subsidiaries, and affiliates, harmless from any demands, loss, liability, claims, or expenses (including legal fees), made against SKIO by any third party due to or arising out of or in connection with your use of the Site.

Violation of These Terms of Use

You agree that SKIO may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. If you violate these Terms of Use, you will not be entitled to a refund of Fees or any other payments. You acknowledge that your failure to observe and perform your obligations under these Terms of Use could cause irreparable harm for which damages would be an inadequate remedy, and if any such failure occurs or is threatened, SKIO will be entitled to an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages. These remedies are in addition to any other remedies SKIO may have at law or in equity.

Governing Law; Dispute Resolution

We control and operate this Site from our offices in the Province of British Columbia, Canada. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access this Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The Terms and Conditions and the relationship between you and us shall be governed by the laws of the Province of British Columbia, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and referred to arbitration before a single arbitrator within Vancouver in the Province of British Columbia, costs to be borne by each party unless the arbitrator makes an order for costs otherwise. By reading the Terms and Conditions, you acknowledge that the award of the arbitrator is final and binding. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding any decision made pursuant to arbitration to have a dispute referred, you agree by reading these Terms of Use to waive any right to a jury trial.

Severability

If any term or condition in these Terms of Use is found to be unenforceable, that term or condition shall be considered separate and severable from these Terms of Use and the remaining terms and conditions shall remain in force and effect.

SKIO Providing Information

SKIO may send to your registered email address any updates regarding the Site. These updates will contain factual information about the Site only. Should you choose to no longer receive these updates, please click the link on the bottom of any such SKIO email.

Contacting SKIO

Any requests in connection with these Terms of Use may be made via email to: info@skiomusic.com