These Terms and Conditions shall govern the Use of www.fadedshadows.com (the “Website”) and the Service. By Using the Website and/or the Service you confirm your acceptance of and hereby agree to the Terms and Conditions (“Terms”) set out herein.
We may from time to time update or modify these Terms. Your continued Use of the Website and/or Service following such update or modification is deemed to be your acceptance of the same.
The following words and expressions shall have the following meanings:
‘Charges’ means the charges for the provision of the Service including the Content calculated in accordance with the prices and rates and is available on the Website;
‘Content’ means music recording, sound recording and/or samples thereof, related artwork and any other downloadable music or sound orientated content in the MIDI format or any other format owned by Us and/or our licensors and for the avoidance of doubt, also forms part of the Service;
‘Contract’ means the contract between You and Us for the provision of the Service;
‘Defective Content’ means Content which you are unable to stream, permanently download or Use (as defined below) due to any error, defect or fault which is inherent in the Content;
‘End Work’ means works of your own creation, composition or arrangement in any media, form or format;
‘Force Majeure’ means acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power, raw materials or labor, strike, lock-out or injunction compliance with governmental laws, regulations or orders, sickness or indisposition of our key employees, server availabilities and connections, features or functionality of your Personal Operating System, third party software and programs, the number of people using the Network at the same time, Network disruption or any other cause whether or not of the class or kind enumerated which affects performance of these Terms arising from or attributable to acts, events, omissions or accidents beyond our reasonable control;
‘Intellectual Property Rights’ means patents, design rights, know-how, copyrights, trade marks, trade names, logos, the right to use software and all other similar proprietary rights (whether registered or unregistered);
‘Network’ means the electronic communications network used by you to access the Services;
‘Payment Site’ means the secure payment website through which You pay to Us the Charges for the Service;
‘Personal Operating System’ means the operating system of your personal computer;
‘Service’ means the provision by Us to You of the Content and the related services deemed reasonably necessary by Us in order for You to stream and permanently download such Content;
‘Us’, ‘We’, ‘Our’, ‘us’, ‘we’, 'our Company' and/or ‘our’ means FadedShawdows.com, a company registered in United States of America and having its place of business at FadedShadows.com, 23 Turkey Tract Place, Keedysville, Maryland USA and is the provider of the Service under these Terms;
‘Use’ means accessing the Website and/or downloading and using the Services and/or any other additional services offered by Us; and ‘Using’ shall be construed accordingly.
‘You’ and/or ‘Your’ and/or ‘you’ and/or ‘your’ means the end-user
2. Information about and Use of the Website
This Website is owned and managed by Us. You may need to register your details with Us in order to make certain uses of the Website or the Service. If you have any queries regarding your Use of the Website, please contact Us at email@example.com .
3. How the Contract is formed between You and Us
3.1 Our Contract with you shall commence at the point you complete payment of the Charges using the Payment Site and shall remain in force for the duration of the provision of the Service unless terminated in accordance with these Terms.
3.2 You acknowledge and accept that the provision of the Service commences forthwith upon your payment of the Charges and you shall therefore have no rights to cancel the Service pursuant to the Consumer Protection (Distance Selling) Regulations 2000.
3.3 Notwithstanding clause 3.1, we reserve the right at our sole discretion and for whatsoever reason to refuse you access to the Service. The provisions of this clause 3 do not affect your statutory rights.
4. Our obligations to you
4.1 Your access to the Service shall commence upon payment of the Charges.
4.2 Although we shall use all our reasonable endeavors to make available to you all Service including without limitation the Content as displayed on the Website, we reserve the right to, at any time and for any reason wholly or partly, alter, vary, suspend, remove, disable access (wholly or partly) or provide you with an alternative to the Service. Where possible, we shall use our reasonable endeavors to notify you of the foregoing.
4.3 Due to the nature of the provision of the Service, you shall not be entitled to a refund once you have paid the Charges for the Service. In the case of Defective Content, our sole obligation is to replace such Defective Content with identical Content that is not defective.
5. Your Use of the Service and the Content
5.1 In consideration for the Charges and your acceptance of the Terms herein, we hereby grant to you a non-exclusive, non-sub-licensable, non-transferable, non-assignable license to Use the Service:
(a) to download and install the Content onto your Personal Operating System;
(b) to modify, alter, translate, export, burn, compile, reproduce, incorporate into the Content your End Work, make derivative copies of or copy the Content or combine the Content (in whole or in part) into your End Work;
(c) to make copies of the Content for back-up purposes;
(d) in conjunction with any third party software and/or programs, unless otherwise expressly notified to you and subject always that such Use shall not and shall not cause the breach of any of the Terms herein;
5.2 You agree not to:
(a) use the Content in any way that would infringe or cause the infringement of the rights of any third parties; and
(b) attempt to, or aid, encourage or assist any other person to interfere, remove, alter, circumvent or modify any security technology or software that is part of the Website and Service.
5.3 By using the Website and/or Service, you acknowledge that:
1. You may encounter Content which is marked “Explicit” or which you may deem to be explicit, indecent or morally objectionable and you agree that your Use of such explicit content shall be at your sole risk and to the extent permitted by applicable laws; and
2. Your Use of the Content pursuant to this clause 7 shall not constitute a grant or waiver (or other limitation or implication) of our Intellectual Property Rights in the Content.
6. Payment for Service
You may pay the Charges for the Services in advance through the Payment Site using any methods of payment set out therein.
7. Promotional Codes & Discounts
We may occasionally run promotional sales and or offer our customers discount codes (coupons) for our online store, You are responsible for entering these codes into our store at checkout, FadedShadows.com will not be liable for any loss of discount resulting from failure to use such a discount code.
8. Financial Information
Our Company does not store any financial details. The Website retains details of your purchases and purchased products in your account profile, but no sensitive details relating to your payment methods are stored or handled by the Website or our Company.
10. Intellectual Property or other Proprietary Rights
Unless otherwise expressly stated, We and/or our licensors own all the Intellectual Property Rights relating to the Website, Service and the Content.
11. Our rights to terminate Your access and use of the Website and Service. We may, at any time, suspend, deny or terminate (wholly or partly) your access to and Use of the Website and/or the Service with or without notice for any reason whatsoever.
12.1 Unless expressly provided in these Terms, the Website and Service are provided to you “as is” and We do not give any warranties of any kind (either express or implied) in respect of your ability or inability to Use the Website and the Service including all implied warranties of merchantability, performance, accuracy, the provision of a fault-free and uninterrupted Service, a Website and Content which are free from corruption, viruses, worms, bugs, interference, tracking cookies or any other security intrusion of any kind, reliability, compatibility with any third party software and hardware, fitness for a particular purpose, correspondence with description set out on the Website and any warranty as to non-infringement of any third party Intellectual Property Rights.
12.2 In respect of the Website, except as expressly stated herein, any information, recommendation or suggestion provided are intended as information only and do not constitute any form of advice. Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action. Such information is presented ‘as is’, without any conditions, warranties or terms of any kind.
12.3 You warrant the following that you:
(a) have the right, authority and capacity to enter into and be bound by these Terms;
(b) shall be solely responsible in ensuring the security of your own Personal Operating System and any other software and hardware which you use to your reasonable satisfaction prior to, during and after the Use of the Website and Service;
(c) shall not Use the Website and/or the Service in any way or transmit any materials to the Website which (i) is illegal, improper, unlawful, slanderous, discriminatory or abusive; and (ii) contains viruses, bugs, worms or any other matter which interferes or is likely to interfere with the operation of the Website and our provision of the Services and the Content to you;
(d) shall include and reproduce the proprietary notice in the Content in any form (where applicable);
(e) shall comply with all reasonable instructions issued by us from time to time relating to your Use of the Website and/or the Service;
(f) shall comply with all applicable laws in your Use of the Website and/or the Service;
(g) shall promptly notify us if you receive any notice alleging that your Use of the Website and Service infringes the rights of any third party; and
(h) shall fully comply with the Terms herein.
12.4 This clause 10 shall survive the termination of these Terms howsoever arising.
13.1 Nothing in these Terms removes or limits our liability for death or personal injury resulting from our negligence in the performance of our obligations herein.
13.2 We shall not be liable to you for any direct loss not reasonably foreseeable as a result of your Use of the Website and/or Service.
13.3 We are also not liable to you for any indirect, incidental, special or consequential loss including, without limitation, loss of income, loss of business, loss of profits, loss of management time, loss of prospective business deals, damages to software and hardware, damage to reputation or any other loss or damage of any nature arising out of your Use of the Website and/or Service.
13.4 Subject to clauses 13.1, our maximum aggregate liability to you under, arising from or in connection with these Terms whether arising in contract, tort (including negligence) or otherwise, shall be limited to the Charges you have paid for that Content.
14.1 If we fail, at any time during the term of these Terms, to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
14.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
14.3 No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
14.4 This Contract is personal to you and you may not transfer the Contract to any third party at any time. We may transfer the Contract to any third party at any time.
14.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
14.6 These Terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the Services and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
14.7 Each of us acknowledge that, in entering into these Terms, neither of parties has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us except as expressly stated in the Terms.
14.8 We shall not be liable to you for any loss in the event we are prevented or delayed from or in performing any of our obligations herein by Force Majeure.
14.9 These Terms are governed by United States law and you hereby submit to the exclusive jurisdiction of the U.S. courts.