NPREX® End User License Agreement

This Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and National Performing Rights Exchange, LLC (“NPREX”). This Agreement governs your use of the NPREX Exchange, (including all related documentation, the “Exchange”). The Exchange is licensed for your use, not sold to you.

BY USING THE EXCHANGE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE EXCHANGE.

  1. License Grant. Subject to the terms of this Agreement, NPREX grants you a limited, non-exclusive and nontransferable license to use the Exchange in accordance with this Agreement.
  2. Rules of the Exchange. You agree to follow NPREX’s Rules of the Exchange (available at http://www.nprex.com/rules.aspx), the terms of which are incorporated into this Agreement. You acknowledge that the Rules of the Exchange may be modified from time to time. You agree that any modifications to the Rules of the Exchange are incorporated into this Agreement as if part of the original Agreement. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU ARE COMPLYING WITH THE MOST CURRENT RULES OF THE EXCHANGE.
  3. Exchange Transactions. The Exchange allows registered users of the Exchange (“Participants”) to purchase music licenses (in this capacity a “Buyer”) and sell music licenses (in this capacity a “Seller”). The Seller (and not NPREX) sets the price(s) for the licenses. As an Exchange, NPREX does not own the music license on the Exchange. While NPREX may provide pricing, listing and other guidance on the Exchange, such guidance is solely informational (without any warranty as to accuracy). Also, while NPREX may help facilitate the resolution of disputes between Buyer and Seller, NPREX has no control over and does not guarantee the existence, quality, or legality of the music to be licensed; the truth or accuracy of the Seller’s content or listing(s); the ability of Sellers to sell licenses or Buyers to pay for them; or that a Buyer or Seller will complete a transaction.
  4. Posting on the Exchange.
    1. You represent, warrant, and agree that no data or catalogues posted or otherwise licensed by Seller on or through the Exchange violates or infringes upon the rights of any third-party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.
    2. You represent, warrant and agree that you have the right to license the data, catalogues, and music usage types that you post on the Exchange.
  5. License Restrictions. You shall not:
    1. contact or invite contact with other Participants for any reason other than the purpose for which you received the Participant’s contact information or solicit sales outside of the Exchange;
    2. behave in an abusive manner to any NPREX employee or Participant;
    3. breach or circumvent any laws or third-party rights;
    4. post false, inaccurate, misleading, defamatory or libelous content;
    5. fail to fulfil your obligations regarding the sale or purchase of a License;
    6. use NPREX’s trademarks or other intellectual property without prior written permission of NPREX; 
    7. copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any content (except for your information) or software from the Exchange without prior express written permission of NPREX;
    8. take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on NPREX’s infrastructure;
    9. interfere or attempt to interfere with the proper working of the Exchange or any activities conducted on or with the Exchange; 
    10. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Exchange or any features or functionality of the Exchange, to any third-party for any reason, including by making the Exchange available on a network where it is capable of being accessed by more than one computing device at any time; or
    11. (a) do anything else that NPREX determines, in its sole reasonable discretion, misuses the Exchange or otherwise negatively impacts the Exchange. 
  6. Reservation of Rights. You acknowledge and agree that the Exchange is provided under license for your use, and that no aspect of the Exchange is sold to you. You do not acquire any ownership interest in the Exchange under this Agreement, or any other rights thereto other than to use the Exchange in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. NPREX reserves and shall retain its entire right, title and interest in and to the Exchange, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  7. Collection and Use of Your Information. You acknowledge that when you use the Exchange, NPREX may use automatic means (including, for example, cookies and web beacons) to collect information about you and about your use of the Exchange. You also may be required to provide certain information about yourself as a condition to using the Exchange or certain of its features or functionality, and the Exchange will provide you with opportunities to share information about yourself with others. This information may include sensitive personal information. By using and providing information to or through this Exchange, you consent to all actions taken by us with respect to your information, as set forth in NPREX’s Privacy Policy (available at http://www.nprex.com/privacy.aspx).
  8. Updates. NPREX may from time to time in its sole discretion develop and provide Exchange updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that NPREX has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Exchange and be subject to all terms and conditions of this Agreement.
  9. Third-Party Materials. The Exchange may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that NPREX is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. NPREX does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions.
  10. Term and Termination.
    1. The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or NPREX as set forth in this Agreement.
    2. This Agreement may be terminated by either party upon written notice, including written notice delivered by electronic means.
    3. Upon termination:
      1. all rights granted to you under this Agreement will also terminate; and
      2. you must cease all use of the Exchange.
    4. Termination will not limit any of NPREX’s rights or remedies at law or in equity.
  11. Disclaimer of Warranties. THE EXCHANGE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE EXCHANGE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE EXCHANGE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, EXCHANGES, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
  12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE EXCHANGE OR THE CONTENT AND SERVICES FOR:
    1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
    2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE EXCHANGE.
    THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  13. Indemnification. You agree to indemnify, defend and hold harmless NPREX and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Exchange or your breach of this Agreement. Furthermore, you agree that NPREX assumes no responsibility for the content you submit or make available through this Exchange.
  14. Export Regulation. The Exchange may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Exchange to, or make the Exchange accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Exchange available outside the US.
  15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  16. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Exchange shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in Nashville and Davidson. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  17. Entire Agreement. This Agreement constitutes the entire agreement between you and NPREX with respect to the Exchange and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Exchange.
  18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.