Terms and Conditions of Use of NPREX

Welcome to the National Performing Rights Exchange (“NPREX”). Whether you are a rights holder (“Rights Holder”) or a music user (“Buyer”) (Rights Holder and Buyer may hereafter be referred to as “You”), we want you to enter into agreements via NPREX for licensed and authorized use of music. The following terms and conditions (these “Terms of Use”) govern your access to and use of the content, functionality and services offered on or through NPREX or any other website, product, service, or application (collectively, the “NPREX Services”) owned or sponsored by NPREX, LLC (“we” or “us”).

YOU UNDERSTAND THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN ALL ASPECTS OF YOUR RELATIONSHIP WITH US REGARDING THE NPREX SERVICES. YOU WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU CLICK “SUBMIT APPLICATION” OR OTHER SIMILARLY WORDED BUTTON. YOU UNDERSTAND THAT CLICKING “SUBMIT APPLICATION” IS THE LEGAL EQUIVALENT OF YOUR MANUALLY SIGNING THIS AGREEMENT AND YOU WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE RECEIPT OF THE NPREX PRIVACY AND SECURITY STATEMENT. YOU ALSO UNDERSTAND THAT BY CLICKING “SUBMIT APPLICATION” YOU HAVE ACKNOWLEDGED THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 28 HEREIN. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE NPREX SERVICES.

1. Scope of Agreement

These Terms of Use govern your access to and use of the NPREX Services.

Please review the NPREX Privacy and Security Statement (“Privacy Policy”), which is hereby incorporated into and made a part of these Terms of Use. The Privacy Policy explains how we collect, use and disclose your individual, personal information. By accessing and using NPREX, you consent to our actions with respect to your personal information in compliance with the Privacy Policy.

2. Binding Agreement

If for any reason you do not agree with or cannot abide by these Terms of Use (or any posted modifications to them), please exit NPREX immediately and stop all use of the NPREX Services. Otherwise, by accessing NPREX or using any NPREX services, you agree to these Terms of Use and the Privacy Policy.

3. Modification of These Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to your access and use of the NPREX Services. Your continued use of the NPREX Services following the posting of revised Terms of Use means that you accept and agree to the changes. Please check this page from time to time so you are aware of any changes. If you request other services provided by NPREX that require you to agree to specific terms and conditions electronically (through clicks or other actions) or otherwise, such terms and conditions will be deemed an amendment and will be incorporated into and made part of your agreement with us.

4. Your Account

To use some portions of the NPREX Services, you must create a user account. You represent and warrant to us that all information you provide to us is true, accurate and correct. All users will be given separate login identifications. You are solely responsible for your account. Our use of any personal information you provide during the account creation process is governed by our Privacy Policy. You are entirely responsible for maintaining the confidentiality and security of your account, and you are solely responsible for all changes and updates submitted through your account as well as all content posted or other activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to suspend access to or close your account or any login in violation of these Terms of Use, in our sole discretion. We also reserve the right to disable or block your use or access to the NPREX Services if you fail to comply with these Terms of Use.

5. Authorization

You understand that your NPREX account is self-directed. Accordingly, you appoint NPREX as your agent for the purpose of carrying out your directions in accordance with the terms and conditions of this Agreement. We are authorized to open or close your NPREX account, place and withdraw orders and take such other steps as are reasonable to carry out your directions. All transactions will be effected only on your order or the order of your authorized delegate through the NPREX Services. You agree to receive and transmit financial information through such electronic means. Your use or grant of access to your NPREX account to any third party is solely at your risk.

6. Users Under 18

By using the NPREX Services, you affirm that you are at least 18 years old and are fully able and competent to enter into and abide by these Terms of Use. The NPREX Services are not intended to be used by minors under the age of 18. If you have questions about how your child may use the NPREX Services, please contact us.

7. Purchases

All orders for music licensing will be authorized by you and executed in reliance on your promise that an actual offer/purchase is intended. It is your obligation to issue or pay for licenses (as applicable) immediately or on our demand. You understand that we may at any time, in our sole discretion and without prior notice to you, prohibit or restrict your ability to use the NPREX Services. We reserve the right to require full payment in cleared funds prior to the acceptance of any order. We may also charge any consequential loss to your NPREX account.

8. Accessing the NPREX Service and Account Security

We reserve the right to withdraw or change the NPREX Services, and we may add or remove any features or content, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the NPREX Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the NPREX Services.

9. Submissions

10. Content Standards for Submissions

These content standards apply to your Submissions and use of the NPREX Services. Your Submissions must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, your Submissions must not:

  • Harm minors in any way;
  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, fraudulent, harassing, violent, hateful, inflammatory or otherwise objectionable;
  • Promote, advocate, or consist of sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • Infringe any patent, trademark, trade secret, copyright, intellectual property or other right of any third party;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability;
  • Promote, advocate, or endorse, any illegal activity, or advocate, promote, conduct or assist any unlawful act;
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; or
  • Delete or alter any copyright, trademark or notices of any other proprietary rights from any of our or anyone else’s content.

11. Prohibited Uses

You agree not to use the NPREX Services:

  • In any way that violates any applicable federal, state, local or international law or regulation;
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including, without limitation, any “junk mail,” “chain letter,” “phishing,” or “spam” or any other similar solicitation;
  • In any manner that could disable, overburden, damage, or impair NPREX or interfere with any other party’s use of the NPREX Services, including their ability to engage in real-time activities through the NPREX Services;
  • Through any robot, spider or other automatic device, process or means for any purpose;
  • To monitor or copy from us;
  • To attempt to use any other user’s account;
  • To introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  • To attempt to gain unauthorized access to, interfere with, damage or disrupt NPREX, our servers, or any computer or database connected to NPREX;
  • To attempt to access any part of NPREX that you are not authorized to access;
  • To attempt to interfere with the proper working of the NPREX Services; or
  • For any other unauthorized purpose.

12. Links to Third Party Sites

NPREX may contain links to websites operated by parties other than us. Such links are provided for your reference or for advertisement only. We do not control such websites and are not responsible for their content. The inclusion of any third-party links on NPREX does not imply any endorsement of the material on such websites or any association with their operators. We encourage you to read the terms of use of any third-party websites you visit.

13. Monitoring and Enforcement

We have the right to:

  • Remove or refuse to post any Submissions for any or no reason in our sole discretion;
  • Take any action with respect to any Submission that we deem necessary or appropriate in our sole discretion;
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property or privacy rights;
  • Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the NPREX Services; and
  • Terminate or suspend your access to all or part of the NPREX Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to and will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on NPREX or through the NPREX Services.

The NPREX Services may, from time to time, allow posting of reviews, commentary, feedback, or criticism of your Submissions. We are not liable for the content of any such materials, regardless of whether we are actually aware of them or not. You may report any such materials that you feel are abusive, indecent, or defamatory by using the reporting functions using your account, specifically describing the materials to which you object and their location. We cannot undertake to review all material before it is posted, and cannot ensure prompt removal of objectionable material after it has been posted. Although we might take action, including removing such material, we do not commit to taking any action with regard to such complaints or materials. You specifically waive any claim by you or any third party against us resulting from or related to your use of the NPREX Services. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for the activities described in this section.

14. Intellectual Property Rights

NPREX and the NPREX Services together with their entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (“NPREX Features”) are protected by the copyright, trademark, patent, trade secret and other intellectual property rights in the United States and, where applicable, internationally.

Except for Submissions by you and other users, all NPREX Features are owned by NPREX, or its licensors. Except as expressly permitted by us, you SHALL NOT copy, display, distribute, modify, translate, reformat, incorporate into any advertisement, create derivative works based on, or publish, any of the NPREX Features. Any unauthorized use of the NPREX Features may subject you to civil or criminal penalties.

All rights not expressly granted by us are reserved to us.

The NPREX name, the term NPREX and all related names, logos, product and service names, designs and slogans are our trademarks. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans displayed by the NPREX Services are the trademarks of their respective owners.

15. Notice Of And Procedure For Claims Of Copyright Infringement

We respect the intellectual property and proprietary rights of others. In accordance with the Digital Millennium Copyright Act, we have designated a copyright agent to receive notice of claims of alleged copyright infringement. If you believe that your copyrighted material has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on NPREX, please send our designated agent (identified below) a notice containing the following:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work that is alleged to have been infringed;
  2. A description of the copyrighted work that you claim is infringing and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the website where the copyrighted work is lawfully published, the name, edition and page(s) of a book, etc.);
  3. A description of where the material that you claim is infringing is located on NPREX, including the URL, so that we can locate the material;
  4. Your address, telephone number and email address;
  5. A statement that you have a good faith belief that the use of the material identified in the notice is not authorized by the copyright owner, its agent or applicable law; and
  6. A statement by you, under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

You acknowledge that if you fail to comply with all of the above-listed requirements, your DMCA notice may not be accepted.

Attention: Designated Copyright Agent
____________________________________
____________________________________
____________________________________
Phone: _____________________________
Fax: _______________________________
Email: _____________________________

NOTE: THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING US THAT COPYRIGHTED WORK(S) MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO THE DESIGNATED AGENT. SUCH NOTICES OR INQUIRIES SHOULD INSTEAD BE SENT TO THE EMAIL ADDRESS OR MAILING ADDRESS LISTED BELOW IN THE SECTION TITLED “COMMENTS AND CONCERNS.”

If you receive notice from us that a third-party has alleged infringement and you believe that your content is not infringing, or that you have authorization or the legal right to post and use the material in your Submission, you may send a counter-notice containing the following information to our designated agent:

  1. Your physical or electronic signature;
  2. Description of the content that has been removed or to which access has been disabled and the location where the content appeared before it was removed or disabled;
  3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  4. Your name, address, telephone number and email address and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If we receive a counter-notice, we may send a copy to the original complaining party informing the complainant that we may replace or enable the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against you, we may restore or replace the removed content at our sole discretion.

16. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the NPREX Service or any materials available through them will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

Your use of NPREX, the NPREX Services, their content and any services or items obtained through them is at your own risk. NPREX, its content and any services or items obtained through the NPREX Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied, including, but not limited to, any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

17. No Tax or Legal Advice

You understand that NPREX does not provide tax or legal advice and that we may discontinue the NPREX services or your account immediately by providing written notice to you.

18. Limitation on Liability

In no event will we, or our affiliates, employees, agents, officers or directors be liable for damages of any kind, under any legal theory whatsoever, arising out of or in connection with your use, or inability to use, NPREX or the NPREX services. in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive damages, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. in no event shall we ever be liable to you for any damages exceeding $100.00.

The foregoing does not affect any liability which cannot be excluded or limited in your jurisdiction.

You agree and acknowledge that the foregoing limitations on liability are an essential part of the bargain between us and that we would not provide the nprex services absent such limitations. you specifically acknowledge that we shall not be liable for submissions or the offensive, defamatory, illegal conduct or conduct by any third party and that the risk of harm or damage from the foregoing rests entirely with you.

19. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold us harmless, together with our affiliates and our respective officers, directors, employees, contractors, agents, licensors, suppliers, attorneys, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, the Privacy Policy, or your use of NPREX or the NPREX Services, including, without limitation, (i) your Submissions, (ii) your use of the content, services and products other than as expressly authorized in these Terms of Use, (iii) your violation of any third-party right, including without limitation, intellectual property and privacy rights, (iv) your failure to reach a license agreement with any third party Rights Holder/Buyer hereunder, (v) your failure to promptly pay any fees due and owing any party hereunder, and/or (vi) any claim that your Submission caused damage or harm to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the NPREX Services.

20. Review of Confirmations and Statements

You agree that it is your responsibility to review order execution confirmations and statements of your NPREX account promptly upon receipt. You agree to receive all confirmations and account statements, as well as all tax related documents, in electronic format. You understand that account statements will evidence all activity in your NPREX account for the stated period. These documents will be considered binding on you unless you notify us of any objections within two (2) days from the date confirmations are sent to you and within ten (10) days after your NPREX account statements are posted online. Such objection may be oral or in writing, but any oral objection must be immediately confirmed in writing. In all cases, we reserve the right to determine the validity of your objection. If you object to a transaction for any reason, you understand and agree that you are obligated to take action to limit any losses that may result from such transaction or you will bear sole responsibility for any losses relating to the transaction, even if your objection to the transaction is ultimately determined to be valid. Nothing in this Section shall limit your responsibilities under these Terms of Use.

21. Telephone Conversations and Electronic Communications

You understand and agree that we may record and monitor any telephone or electronic communications with you. Unless otherwise agreed in writing in advance, we do not consent to the recording of telephone conversations by any third party or you. You acknowledge and understand that not all telephone or electronic communications are recorded by us, and we do not guarantee that recordings of any particular telephone or electronic communications will be retained or capable of being retrieved.

22. Oral Authorization

You agree that we shall be entitled to act upon any oral instructions given by you so long as we reasonably believe such instruction was actually given by you or your authorized agent.

23. Fees and Charges

You understand that there are charges for licensing content and for executing buy and sell orders and for other services provided under this Agreement. You also agree to pay all applicable federal, state, and local taxes. You authorize us to automatically debit your account for any such brokerage commissions, charges, fees, and taxes. You agree to pay such commissions and fees at the then prevailing rate. You acknowledge that the commissions and fees may change and that change may occur without notice. You agree to be bound by such changes. You specifically agree to pay a reasonable rate of interest on the principal amount of any debit balance carried with respect to your account.

24. Governing Law and Jurisdiction

We are based in the State of Tennessee, USA. We make no guarantee that the NPREX Services or any NPREX content is accessible or appropriate outside of the United States. Access to the NPREX Service may not be legal by certain persons or in certain countries. If you access the NPREX Service from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable laws.

All matters relating to the NPREX Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction). For disputes arising directly or indirectly from these Terms of Use, each party consents to exclusive jurisdiction and venue in the state or federal courts sitting in Davidson County, Tennessee, U.S.A., and each waives all defenses of lack of personal jurisdiction and forum non conveniens. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall have no applicability to this contract. In any action brought to enforce the terms of this Agreement, we shall be entitled to recover our reasonable costs and attorneys’ fees as a prevailing party.

25. ACH and International Wire Transfers

I authorize NPREX, at its discretion and without further prior notice, to utilize an electronic check process or Automated Clearing House (“ACH”) facility to draft funds in the amount of any of your checks payable to NPREX, its agents or assigns or for licenses bought through the NPREX Services. Money deposited via ACH is normally not available for withdrawal for 5 to 10 business days. Within 63 days of the date of your ACH deposit, your funds may only be withdrawn to the bank account from which such funds were deposited. You understand that for the ACH transfers to be established, at least one common name must match exactly between your NPREX account and your bank accounts. To send and receive ACHs, your bank must be a member of the ACH system. For ACH transactions, you hereby grant us limited power of attorney for purposes of accepting any orders. In addition, if you or any joint account owner decides to rescind an ACH transfer, you hereby direct and grant us power of attorney to fulfill and make such rescission regardless if you incur any loss.

An ACH bank reversal may occur when (i) there are insufficient funds in your bank account, (ii) there is a duplicate transaction, (iii) the transaction is denied, or (iv) the type of account is incorrect. You acknowledge that in the event of an ACH bank reversal, you will incur a fee. Before making an ACH transfer, you agree to check our most recent Commissions and Fees Schedule, available at www.nprex.com. You agree that you are solely liable and responsible for any ACH reversal fees that you incur.

If you arrange for a wire transfer to be directed to your account, you are responsible for ensuring that such wire is initiated properly, addressed properly, and bears appropriate wire instructions in exactly the form required by us to identify you and your account. You understand that any erroneous, mismatched or incomplete identifying information on an incoming wire transfer may result in such wire being rejected, lost, posted to an incorrect account or returned to the originating bank without notice to you and you agree to indemnify and hold us and our affiliates harmless from any losses arising out of or relating to any erroneous, mismatched or incomplete identifying information on an incoming wire.

By sending a wire transfer request, you authorize us and our bank service provider to act on your behalf to initiate the wire transfer or check disbursement. It is your responsibility to ensure that your instructions are accurate before requesting us to initiate a wire transfer. In order to complete your wire transfer request, your name and your address on file in your account must match what you have on file at the recipient bank; and you must provide the correct recipient bank’s name, recipient bank’s address, recipient bank account number, and BIC/SWIFT code.

In accepting wire transfer requests, we may rely upon the identifying number (such as routing number, account number and BIC/SWIFT code) of the recipient, the recipient’s financial institution or any intermediary bank, as instructed. Also, the recipient’s bank in the wire transfer requests may make payment on the basis of the identifying number even if it identifies a person or entity different from the named recipient. If you provide us with incorrect instructions or recipient information, you may lose the amount of the wire transfer. You agree to indemnify and hold us and our affiliates harmless from any losses arising out of or relating to any erroneous, mismatched or incomplete identifying information on an outgoing wire.

You must have a sufficient available balance in your Account to cover the wire transfer amount and the wire transfer fee at the time you send us the wire transfer request. We will not be obligated to make any wire transfer unless you have sufficient available balance in your account to cover the wire transfer amount and the wire transfer fee at the time you send us the wire transfer request. We have the right to refuse to send or process any wire transfer request without notice in the event of insufficient available funds. We also may reject any wire transfer request for any reason or no reason.

All wire transfer requests provided to us are subject to our review and acceptance. Our confirmation, if any, of the receipt of your wire transfer request is an indication only that we have received your wire transfer request. We reserve the right to refuse to pay any wire transfer recipient whom you designate in the wire transfer request.

A wire transfer request cannot be amended or canceled after we receive it. We may in our sole discretion attempt to abide by a subsequent request for a change, but we are not obligated to do so. Any acceptance by us of a request by you to amend, recall, or trace a wire transfer is made conditionally upon the express understanding by you that we cannot guarantee fulfillment of such a request and that we are not responsible for any failure to change, recall, or trace such wire transfer. You agree to indemnify and hold us and our affiliates harmless from any losses arising out of or relating to an attempt to amend or cancel a wire transfer.

All wire transfer requests received by us after the cutoff time will be reviewed and processed within a commercially reasonable time, generally within one business day. Wire transfer requests entered after the cutoff time may start to process immediately, in our sole discretion. You understand that any cutoff times referenced in this Agreement reflect the times displayed on our internal system clocks and may not necessarily be synchronized with the internal clock displayed on your personal device. For this reason, we suggest that you send any wire transfer requests to us sufficiently in advance of such cutoff times to eliminate the possibility of missing the cutoff.

Notwithstanding any information we provide on your wire transfer request to the contrary, we reserve the right to use any funds transfer system and intermediary bank in the execution of your wire transfer request, and we may use any means of executing wire transfer requests that we deem reasonable in the circumstances. You authorize such funds transfer systems and any intermediary or recipient banks to deduct fees from the funds transferred. You understand that we or any intermediary or recipient banks may apply their prevailing currency exchange rate(s) in the conversion and payment of funds. You are aware that currency exchange rates fluctuate over time and you accept the risks of such fluctuation. You also understand that all incoming and outgoing wire transfers must be in U.S. dollars.

You agree that you will not hold us liable for any damages resulting from an intermediary or recipient bank’s decision not to accept any wire transfer. We are not responsible for any fees, delay, misplacement, loss, errors, any act or failure to act by us or an intermediary or recipient bank or any other third party. You agree that your wire transfers are subject to the fees set forth in our Commissions and Fees schedule, which will be available at www.nprex.com. You also agree that you are solely responsible for all such fees, including, without limitation, wire transfer reversal fees for both incoming and outgoing wire transfer requests. Additionally, you agree that you are solely responsible for any additional fees that any originating, intermediary, or recipient banks may charge.

26. Electronic Delivery of Trade and Account Information; Notice

All communications, including account statements, order confirmations, notices, disclosures and other information, documents, data and records regarding your account, or an alert that such communication has been posted to the secure section of the NPREX Services, and is available for viewing, may be sent to you at the mailing address for your account or the e-mail address that you have given to us in your account application or at such other address as you may hereafter give us in writing or by e-mail at least 10 calendar days prior to delivery, and all communications so sent, whether in writing or otherwise, shall be deemed given to you personally, whether actually received or not.

27. Arbitration

A. This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:

  • All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 calendar days prior to the first scheduled hearing date.
  • The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the music industry.
  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought to court.
  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

B. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of FINRA Dispute Resolution, Inc. (“FINRA DR”). I agree to arbitrate any controversy or claim before FINRA DR in the State of Tennessee.

C. This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under applicable law. If I am a foreign national, non-resident alien, or if I do not reside in the United States, you agree to waive your right to file an action against us in any foreign venue.

D. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; (2) the class is decertified; or (3) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

28. Electronic Signatures and Modifications to the Agreement

You agree to transact business with us electronically. By electronically signing an application for an account, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by these Terms of Use and such subsequent terms as may govern the use of the NPREX Services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to you in writing. You accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. You acknowledge and agree that we may modify these Terms of Use from time-to-time and you agree to consult the NPREX Services from time-to-time for the most up-to-date version.

The electronically stored copy of these Terms of Use is considered to be the true, complete, valid, authentic and enforceable record of them, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree not to contest the admissibility or enforceability of NPREX’s electronically stored copy of these Terms of Use.

By agreeing to electronic delivery, you are giving your informed consent to electronic delivery of all Account Documents, as defined below, other than those you have specifically requested to be delivered in paper form. “Account Documents” include notices, disclosures, current and future account statements, regulatory communications, order confirmations, and any other information, documents, data, and records regarding your account and the services (including amendments to this Agreement) delivered or provided to you by us or the NPREX Services. You agree that you can download, save, and/or print any Account Documents you receive via electronic delivery for your records.

You acknowledge that our primary methods of communication with you include, without limitation, (i) posting information on the NPREX website, (ii) providing information via the NPREX app, and (iii) sending email(s) to your email address of record, and, to the extent required by law, (iv) providing you with notice(s) that will direct you to the NPREX Services where you can read and print such information. Unless otherwise required by law, we reserve the right to post Account Documents on the NPREX website without providing notice to you. Further, we reserve the right to send Account Documents to your postal or email address of record, or via the NPREX Services. You agree that all Account Documents provided to you in any of the foregoing manner is considered delivered to you personally when sent or posted by NPREX, whether you receive it or not.

All e-mail notifications regarding Account Documents will be sent to your e-mail address of record. You understand that e-mail messages may fail to transmit promptly or properly, including being delivered to SPAM folders. You further understand that it is your sole responsibility to ensure that any emails from NPREX are not marked as SPAM. Regardless of whether or not you receive an e-mail notification, you agree to check the NPREX Services regularly to avoid missing any information, including, without limitation, time-sensitive or otherwise important communication.

Additionally, you acknowledge that the Internet is not a secure network and agree that you will not send any confidential information, including, without limitation, account numbers or passwords, in any unencrypted e-mails. You also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold us and our affiliates harmless for any such access regardless of the cause.

You agree to promptly and carefully review all Account Documents when they are delivered and notify us in writing within five (5) calendar days of delivery if you object to the information provided. If you fail to object in writing within five (5) calendar days of delivery, we are entitled to treat such information as accurate and conclusive.

Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and you agree to bear these costs. We will not charge you additional online access fees for receiving electronic delivery of Account Documents.

Through the NPREX Services, you will have access to an archive of all documents you received via electronic delivery for a period of [one (1) year]. Upon your request, you may obtain copies of earlier documents for up to [six (6) years] for account statements, and [three (3) years] for order confirmations.

Subject to these Terms of Use, you may revoke or restrict your consent to electronic delivery of Account Documents at any time by notifying us in writing of your intention to do so. You also understand that you have the right to request paper delivery of any Account Document that the law requires us to provide you in paper form. You understand that if you revoke or restrict your consent to electronic delivery of Account Documents or request paper delivery of same, we, in our sole discretion, may charge you a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to you electronically, restrict or close your account, and/or terminate your access to the NPREX Services. You understand that neither your revocation or restriction of consent, your request for paper delivery, nor our delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect.

Your consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either you or we revoke it. You understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and that you may receive electronic notifications until such consent is processed.

You understand that in order to receive electronic deliveries, you must have access to the Internet, a valid e-mail address, and the ability to download such applications as we may specify and to which you have access. You also understand that if you wish to download, print, and/or save any information you wish to retain, you must have access to a printer or other device in order to do so.

You hereby agree that you have carefully read the above information regarding informed consent to electronic delivery and fully understand the implications thereof. Additionally, you hereby agree to all conditions outlined above with respect to electronic delivery of any Account Document. You will maintain a valid e-mail address and continue to have access to the Internet. If your e-mail address changes, you agree to immediately notify us of your new e-mail address in writing.

29. API

NPREX may, in our sole discretion, provide third parties with an application programming interface and other materials in accordance with any accompanying documentation (collectively, the “API Package”) (such third parties, “API Licensees”), to make available certain features and functionality of the NPREX Services via the API Licensees’ products (such products, the “Licensee Products”). The API Package and the Licensee Products are collectively referred to as the “API Products”.

“Information” means your personally identifiable information (including, without limitation, username, logon password, financial information, order data, and other information) and all data exchanged between us and the API Products.

Through your use of any API Products, you may be providing API Licensees with access to your account and information. By using any API Products, you acknowledge that such API Products may employ security, policies, procedures and systems of API Licensees which may or may not be less stringent and secure than our policies, procedures and systems. You agree that your use of any API Products shall be subject to the terms and conditions of this Agreement, in addition to any other agreements which you execute with respect to any such API Products. You understand and agree that any end user agreement that you execute with any API Licensee is between you and such API Licensee only, and not with us; and such API Licensee, not us, is solely responsible for such Licensee Product and the content thereof. You understand and agree that the API Products may deliver information to us, and that we are authorized to receive and store such information consistent with our policies and procedures in effect at that time. Further, you agree that the API Products may request information stored by the NPREX Services, and you consent to our disclosure of such information to the API Products.

To the extent the Licensee Products or API Licensees express opinions or make recommendations, you understand that such opinions and recommendations are expressed solely by API Licensees and are not the opinions or recommendations of NPREX. The existence of the API Products and our consent to any connectivity between any Licensee Products and the NPREX Services does not constitute (i) any recommendation by us; or (ii) any representation, warranty or other guarantee by us as to the suitability of such Licensee Products. The existence of any and all information, tools and services provided by API Licensees and/or by the Licensee Products shall not constitute our endorsement of API Licensees and/or the Licensee Products.

From time to time, and subject to then in effect agreements between us and API Licensees, we may, in our own discretion, make data feeds received from third parties available via the API Products. We do not make any guarantees in regards to such data feeds. Furthermore, API Licensees and/or Licensee Products may make available to you data feeds independent of the NPREX Services. You are aware that from time to time there may be discrepancy between the data presented through the NPREX Services and information provided by any API Products due to a variety of reasons. We are not responsible for the accuracy of market data displayed on any API Products or otherwise made available by API Licensees.

You acknowledge that there may be latency between the time an order (or other Information) is submitted from the API Products and the time such order or information is received by us.

Without limiting the generality of these Terms of Use, you agree that:

  • We shall not be liable for any losses as a result of any issues addressed in this Section 30 of this Agreement nor shall we be liable for any losses realized for technical issues involving any API Products and/or API Licensee technology or product offerings (including, but not limited to, system outages or downtime).
  • We shall not be responsible for any data or information provided by any API Licensee or any Licensee Products.
  • We make no representations, warranties or other guarantees as to the accuracy, timeliness or efficacy of any data, information, or other functionality made available by any API Licensee or any API Products.

30. Miscellaneous

Any waiver of any provision of these Terms of Use, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. No waiver shall be enforceable against us unless such waiver is in writing signed by us. You may not transfer or assign your rights and obligations under these Terms of Use without our prior, written consent. We may freely assign our rights without restriction. If any of the provisions of these Terms of Use are found to be invalid under applicable law, then, the remainder of them shall be in full force and effect to the fullest extent possible. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms of Use or your use of NPREX or the NPREX Services. You agree not to hold yourself out as our representative, agent, or employee.

These Terms of Use, together with the Privacy Policy, set forth the entire understanding of the parties, and supersede and preempt all prior oral or written understandings and agreements with respect to the subject matter hereof. None of these terms are intended to benefit, or to be enforceable by, any third-party beneficiaries. No remedy conferred by these Terms of Use is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy available.

31. Reservation of Rights

NPREX reserves to itself any and all rights not expressly granted herein.

32. Comments and Concerns

All other feedback, comments, requests for technical support and other communications relating to the NPREX Service should be directed to: sales@nprex.com.

REVISION DATE: AUGUST 1, 2016