Terms of Service

WARNING:

BroadwayDemo® does not perform background checks or other due diligence on the character and fitness of Users who may contact you through BroadwayDemo®. PARENTS AND GUARDIANS ARE SOLELY RESPONSIBLE FOR THE SAFETY OF THEIR MINOR CHILD. Parents and guardians should take all proper precautions to verify the validity of the credentials or motives of any User of BroadwayDemo® or any other person who may contact you or your child. Further, as set forth in the Terms of Service, BroadwayDemo® is not liable for any negligent or intentional acts of Users or their agents and/or third parties.

Welcome to BroadwayDemo®, a service provided by BroadwayDemo, LLC (“BroadwayDemo®”, “we” “our”, or “us”).

These Terms of Use govern your use of BroadwayDemo.com (the “Website”), and other services provided by BroadwayDemo® (the “Services”).

These Terms of Use, together with our Privacy Policy and any other terms specifically referred to in any of those documents, constitute a legally binding agreement (the “Agreement”) between you and BroadwayDemo, LLC in relation to your use of the Website and Services.

Acceptance of Terms of Use

Please read these Terms of Use and our PrivacyPolicyvery carefully. If you do not agree to any of the provisions set out in those documents, you should not use the Website or Services. By accessing or using the Website, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Website, you represent and warrant that you have read and understood the Terms of Use and PrivacyPolicy, will abide by them, and that you are either 18 years of age or have your parent(s)’ or legal guardian(s)’ permission to use the Website.

Changes to Terms of Use

We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates.

When we make any updates to these Terms of Use, we will highlight this fact on the Website. You will have no obligation to continue using the Website following notification, but if you do not terminate your account as described in the Terminationsection below during such six (6) week period, your continued use of the Website after the end of that six (6) week period will constitute your acceptance of the revised Terms of Use.

Description of the Website and Services

BroadwayDemo® is a content hosting and audio recording service. Registered Users of the Website who have purchased Membership may submit, upload and post audio, text, photos, pictures, graphics, comments, and other content, data or information (“Content”), which will be stored by BroadwayDemo® and made publicly available over the internet via the Member's profile ( “Performer Page”). The Website also enables any user of the Website to view, listen to and share Content uploaded and made available by Members of the Website.

We may, from time to time, release new tools and resources on the Website or introduce other services and/or features for the Website. Any new services and features will be subject to these Terms of Use as well as any additional terms of use that we may release for those specific services or features.

Your BroadwayDemo® Account

Some features of the Website, such as viewing all users' profiles or Performer Pages, are available to all users, regardless of whether or not they are a registered user of the Website. The ability to create, and upload content to, a Performer Page is only available to users who have registered for a BroadwayDemo® account and purchased a BroadwayDemo® Membership.

When you register to use the Website, you will provide us with your email address, and will choose a username and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy.

You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you.

If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify BroadwayDemo® in writing, and should change your password at the earliest possible opportunity.

We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

Your Use of BroadwayDemo®

Subject to your strict compliance with these Terms of Use, BroadwayDemo® grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Website in order to view Content uploaded and posted to the Website, to listen to audio Content streamed from the Website where this functionality has been enabled (“published”) by the user who uploaded the relevant Content (the “Uploader”).

In addition, if you purchase BroadwayDemo® Membership, and subject to your strict compliance with these Terms of Use, BroadwayDemo® grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to submit, upload or post Content to the Website strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time.

The above license is conditional upon your strict compliance with these Terms of Use including, without limitation, the following:

(i) You must not copy, rip or capture, or attempt to copy, rip or capture, any audio Content from the Website or any part of the Website.

(ii) You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Website, except (i) where such Content is Your Content, or (ii) as permitted under these Terms of Use, and within the parameters set by the Uploader.

(iii) You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Website offering.

(iv) You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

(v) You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Website or any Content appearing on the Website (other than Your Content).

(vi) You must not, and must not permit any third party to, copy or adapt the object code of the Website, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Website, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.

(vii) You must not use the Website to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:

  • any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in BroadwayDemo®’s reasonable discretion;

  • any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or

  • any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in BroadwayDemo®’s reasonable opinion;

  • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Website or servers or networks forming part of, or connected to, the Website, or which does or might restrict or inhibit any other user's use and enjoyment of the Website; or

  • any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

(viii) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

(ix) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

(x) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any BroadwayDemo® employee.

(xi) You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.

(xii) You must not sell or transfer, or offer to sell or transfer, any BroadwayDemo® account to any third party without the prior written approval of BroadwayDemo®.

(xiii) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

(xiv) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by BroadwayDemo® or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of BroadwayDemo®’s servers, system or network or attempt to breach BroadwayDemo®’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking BroadwayDemo®’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of BroadwayDemo® under these Terms of Use, BroadwayDemo® reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions, and acknowledge and agree that BroadwayDemo® has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

Content you Upload or Create

Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange, create or make available to or via the Website (hereinafter "Your Content") is generated, owned and controlled solely by you, and not by BroadwayDemo®.

BroadwayDemo® does not claim any ownership rights in any Content you upload or create on the Website, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

You must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Website) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Website, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.

BroadwayDemo® has licensing agreements with ASCAP and BMI which authorize us to make available on the Website recordings of copyrighted works by the composers and lyricists they represent. While ASCAP and BMI represent the majority of composers and lyricists, some are represented by other royalty collection agencies or do not belong to an agency. When uploading audio to the Website, it is your responsibility to determine which agencies, if any, the composer/lyricists of your recordings belong to, and if they are not BMI or ASCAP artists, secure rights from the appropriate agency or from the composers and lyricists themselves.

Further, our ASCAP and BMI licenses do not cover the rights of the artists performing on your recordings. When uploading audio to the Website, it is your responsibility to secure the relevant rights from any artists performing on the audio.

Grant of License

By uploading or posting Your Content to the Website, you initiate an automated process to store Your Content on our servers, from where you may control and authorize the public display, public performance, making available and other communication to the public of Your Content on the Website. To the extent it is necessary in order for BroadwayDemo® to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use and/or to enable your use of the Website, you hereby grant such licenses to BroadwayDemo® on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.

By uploading Your Content to the Website, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users of the Website, and to operators and users of any other websites, apps and/or Websites to which Your Content has been shared or embedded using the Services (“Linked Services”), to use, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Content utilizing the features of the Website from time to time, and within the parameters set by you using the Services. You can limit and restrict the availability of certain of Your Content to other users of the Website at any time using the settings on your Performer Page's edit tab or My Content page. Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Website with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (for example, your profile picture) (“Marks”), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.

The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to the Website. Licenses with respect to audio Content, and any images or text within your account, that you upload will (subject to the following paragraph and section “Audio Recorded by BroadwayDemo®” of these Terms of Use) terminate automatically when you remove such Content from your account. Licenses with respect to comments or other contributions that you make on the Website will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.

Removal of audio Content which you uploaded from your account will automatically result in the deletion of the relevant files from BroadwayDemo®’s systems and servers. However, notwithstanding the foregoing, you hereby acknowledge and agree that once Your Content is distributed to a Linked Service, BroadwayDemo® is not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Website or any Linked Service deletes any item of Your Content.

Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Website from time to time and within the parameters set by the Uploader on the Website or with the express written consent of the Uploader. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

Audio Recorded by BroadwayDemo or its Affiliates

Any audio recorded by BroadwayDemo® or its affiliates are the property of BroadwayDemo®, and we reserve the right to use this audio for promotion, publication, and any legal purposes on or off the Website. Any audio recorded of your performances by BroadwayDemo® or its affiliates will be uploaded by BroadwayDemo® staff to your Performer Page. You may publish/unpublish any BroadwayDemo® recordings to/from your Performer Page at your discretion. Further, you may download your BroadwayDemo recordings from your account for as long as your Membership remains active.

Representations and Warranties

You hereby represent and warrant to BroadwayDemo® as follows:

(i) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize BroadwayDemo® to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Website, any and all Services and any Linked Services.

(ii) Your Content and the availability thereof on the Website does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

(iii) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Website and via any Linked Services.

(iv) Your Content, including any comments that you may post on the Website, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

(v) Your Content does not and will not create any liability on the part of BroadwayDemo®, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

BroadwayDemo® reserves the right to remove Your Content, suspend or terminate your access to the Website and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

Liability for Content

You hereby acknowledge and agree that BroadwayDemo® (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Website, and to the extent permissible by law, BroadwayDemo® excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that BroadwayDemo® cannot and does not review the Content created or uploaded by its users, and neither BroadwayDemo® nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Website for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

You hereby acknowledge that any content you create and publish on the Website will be available to anyone with access to the internet, whether or not they are a registered user of the Website. Your resume, including any contact information it contains, will be available to anyone who is a registered user of the Website. You are hereby advised to remove any contact information from your resume before posting it to the Website. Visitors to your Performer Page may contact you using the “Contact” tab located at the top of your Page. BroadwayDemo® is not responsible for and to the extent permitted by law, user waives any claims against BroadwayDemo® from any acts of third parties who may obtain your contact information through BroadwayDemo® or who contacts you in any way through BroadwayDemo® and for any damages resulting from Content you upload to, or create on, the Website.

BroadwayDemo® and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Website by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Website. By using the Website, you irrevocably waive the right to assert any claim with respect to any of the foregoing against BroadwayDemo® or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

Third Party Websites and Services

The Website may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, Linked Services (hereinafter “External Services”).

BroadwayDemo® does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, BroadwayDemo® does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by BroadwayDemo® with respect to the Website. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

BroadwayDemo® disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against BroadwayDemo® with respect to the content or operation of any External Services.

Blocking and Removal of Content

Notwithstanding the fact that BroadwayDemo® has no legal obligation to monitor the Content on the Website, BroadwayDemo® reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use or applicable law, or is otherwise unacceptable to BroadwayDemo®.

Please also note that individual Uploaders have control over the audio Content that they store in their account from time to time, and may remove any or all audio Content or other Content without notice. You have no right of continued access to any particular item of Content and BroadwayDemo® shall have no liability in the event that you are unable to access an item of Content due to its removal from the Website, whether by BroadwayDemo® or the relevant Uploader.

Disclaimer

THE WEBSITE AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

WHILST BROADWAYDEMO® USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE WEBSITE AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO BROADWAYDEMO®’S ATTENTION, BROADWAYDEMO® MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. BROADWAYDEMO® DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE WEBSITE OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BROADWAYDEMO® DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE WEBSITE WILL BE SECURE OR THAT ANY ELEMENTS OF THE WEBSITE DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION.

BROADWAYDEMO® AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

Limitation of Liability

IN NO EVENT SHALL BROADWAYDEMO®’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF $50 USD OR ANY AMOUNTS (IF ANY) PAID BY YOU TO BROADWAYDEMO® DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

BROADWAYDEMO® AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

  1. ANY LOSS OR DAMAGE ARISING FROM:

    (A) YOUR INABILITY TO ACCESS OR USE THE WEBSITE OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE WEBSITE;

    (B) ANY CHANGES THAT BROADWAYDEMO® MAY MAKE TO THE WEBSITE OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE WEBSITE OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

    (C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE WEBSITE, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY BROADWAYDEMO® OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE WEBSITE;

    (D) ANY ERRORS OR OMISSIONS IN THE WEBSITE’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;

    (E) YOUR FAILURE TO PROVIDE BROADWAYDEMO® WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;

  2. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

  3. ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF BROADWAYDEMO® BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND BROADWAYDEMO® AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.

  4. ANY NEGLIGENT, INTENTIONAL AND/OR CRIMINAL ACTS OF USERS AND/OR THIRD PARTIES THAT MAY ARISE OR BE CONNECTED TO THE USE OF BROADWAYDEMO® OR CONTENT YOU MAY PROVIDE OR UPLOAD.

 

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE MUST BE NOTIFIED TO BROADWAYDEMO® AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND BROADWAYDEMO® AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND BROADWAYDEMO®, AND THAT BROADWAYDEMO®’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF BROADWAYDEMO®, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

Indemnification

You hereby agree to indemnify, defend and hold harmless BroadwayDemo®, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

(i) any violation by you of these Terms of Use;

(ii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Website, and/or your making available thereof to other users of the Website, and/or the actual use of Your Content by other users of the Website or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;

(iii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of BroadwayDemo®.

Data Protection, Privacy and Cookies

All personal data that you provide to us in connection with your use of the Website is collected, stored, used and disclosed by BroadwayDemo® in accordance with our PrivacyPolicy. In addition, in common with most online services, we use cookies to help us understand how people are using the Website, so that we can continue to improve the service we offer. Our use of cookies is explained in our Privacy Policy. By accepting these Terms of Use and using the Website, you also accept the terms of the PrivacyPolicy.

Changes to the Website, Accounts and Pricing

BroadwayDemo® reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Website or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, BroadwayDemo® shall use its reasonable endeavors to notify registered users of such decision in advance.

You hereby agree that BroadwayDemo® and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that BroadwayDemo® may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

BroadwayDemo® may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Memberships or Registered Accounts from time to time. In the event of any increase in the price or material reduction in the features of any Membership to which you have subscribed or Account you've registered, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription.

Termination

You may terminate this Agreement at any time by sending notice in writing to BroadwayDemo, LLC at 232 President St., #4L, Brooklyn, NY 11231 confirming such termination, by removing all of Your Content from your account, by deleting your account and thereafter by ceasing to use the Website. If you have a Yearly Subscription, and terminate this Agreement before the end of your subscription, we are unable to offer any refund for any unexpired period of your subscription.

BroadwayDemo® may suspend your access to the Website and/or terminate this Agreement at any time if (i) you are in breach of any of the material provision of these Terms of Use(ii) BroadwayDemo® elects at its discretion to cease providing access to the Website in the jurisdiction where you reside or from where you are attempting to access the Website, or (iii) in other reasonable circumstances as determined by BroadwayDemo® at its discretion. If you have a Yearly Subscription and your account is suspended or terminated by BroadwayDemo® pursuant to (i) above, you will not be entitled to any refund for any unexpired period of your subscription. If your account is terminated pursuant to (ii), refunds may be payable at the reasonable discretion of BroadwayDemo®.

Once your account has been terminated or canceled, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your audio), with the exception of any audio recorded by BroadwayDemo®, will be irretrievably deleted by BroadwayDemo®, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as BroadwayDemo® assumes no liability for any material that is irretrievably deleted following any termination of your account. BroadwayDemo® is not able to provide you with any .csv or other similar file of data relating to activity associated with your account, whether before or after termination or cancellation.

If you wish to delete your account, you will need to do so from your Account page on the Website.

The provisions of these Terms of Use that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement.

Assignment to Third Parties

BroadwayDemo® may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of BroadwayDemo®. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of BroadwayDemo®.

Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

Entire Agreement

These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and BroadwayDemo® with respect to your use of the Website (other than any use of BroadwayDemo®’s APIs which may also be subject to separate API Terms of Use), and supersede any prior agreement between you and BroadwayDemo®. Any modifications to this Agreement must be made in writing.

Third Party Rights

These Terms of Use are not intended to give rights to anyone except you and BroadwayDemo®. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Partiessection.

Applicable Law and Jurisdiction

You agree that this Agreement is governed by the laws of the State of New York of United States of America, and agree to submit to the exclusive jurisdiction of the courts of the United States of America for resolution of any dispute, action or proceeding arising in connection with this Agreement.

The foregoing provisions of this Applicable Law and Jurisdiction section do not apply to any claim in which BroadwayDemo® seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by BroadwayDemo® or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against BroadwayDemo®, including with respect to Your Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

Disclosures

The services hereunder are offered by BroadwayDemo® LLC, a company incorporated under the laws of the State of New York and with its main place of business at 232 President St., #4L, Brooklyn, NY 11231. You may contact us by sending correspondence to the foregoing address or by emailing us at info@BroadwayDemo.com. If you are a resident of the State of California, you may have these Terms of Use mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms of Use.

 

 

 

Effective Date: October 23, 2013