Welcome to www.drumdrops.com (the "Site"), owned and operated by Drumdrops Ltd. (Company Number: 09691499) ("we," "us"). The following terms and conditions ("Terms and Conditions") govern your use of the Site, whether as a browser, or a registered user. Please read these Terms and Conditions carefully before you start to use the Site. By using the Site, you indicate that you accept these Terms and Conditions and that you agree to abide by them. If you do not agree to these Terms and Conditions, please refrain from using the Site.
Eligibility and Approval
1.1 You may browse the Site without registering but in doing so you accept and agree that certain areas of the Site will not be available to you unless you register with the Site. You will be asked if you wish to register each time you try to access any part of the Site that requires registration. To register and/or to subscribe to the Site you will be asked to provide certain information about yourself; this is more particularly set out below.
1.2 We, in our sole discretion, will have the right to refuse to allow you to register or subscribe to the Site. We will have the right to carry out those checks that we, in our sole discretion, deem appropriate to confirm your suitability for registration or subscription of the Site.
1.3 When you register with the Site you will create an account ("My Account"). This account is unique to you, and we will only accept one account per registrant.
General Representations and Warranties
1.5 You hereby represent and warrant: (i) you have the full power and authority to enter into and perform under these Terms and Conditions, (ii) your use of the Site will not infringe the copyright, trademark, right of publicity or any other legal right of any third party, and (iii) you will comply with all applicable laws and regulations in using the Site and in engaging in all other activities arising from, relating to or connected with these Terms and Conditions.
Minimum specifications for use of the Site
1.6 We do not accept any liability whatsoever, howsoever arising, for your inability to receive, access or otherwise use the Site or any content and/or pages contained on the Site or available through the Site, or for any damage caused to your computer and/or associated systems, resulting from the incompatibility of your computer and/or its associated systems with the technical specifications posted on the Site.
1.7 You accept that it is your responsibility to install appropriate anti-virus and security software on your computer hardware to protect against a computer security threat which may be transferred to your computer hardware through the use of the Site including but not limited to viruses, Trojan horses, time bombs or any other form of programming routine designed to damage or otherwise impair a computer's functionality or operation.
2.1 If you wish to register with the Site, you must enter the My Account page on the Site and register using our online registration process. In doing so, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Site's registration process and (ii) maintain and promptly update that information to keep it true, accurate, current and complete.
Registrant email addresses, passwords and security
2.3 You will also receive an account upon completing the Site's registration process. You are responsible for maintaining the confidentiality of your email address, password and your account and are fully responsible for all activities that occur under your email address, password or account. You agree to: (i) immediately notify us of any unauthorised use of your email address, password or account or any other breach of security and (ii) ensure that you exit from your account at the end of each session by logging out. We will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.
IP Address Ownership
2.4 We shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by us and we reserve, in our sole discretion, the right to change or remove any and all such IP numbers and addresses.
3.1 You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
3.2 You may not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.
3.3 You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of ours, including any account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
3.4 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person's use of the Site.
4.1 We shall provide a catalogue of drum loops (as well as any other musical loops, beats, samples and sounds as we may provide from time to time) on the Site for registered users to purchase in a downloadable compressed zip file (the "Drum Drops"). Once the Drum Drop(s) zip file has been uncompressed it shall be comprised of the following format types:-
4.1.1 Drum loops are provided in 24 bit WAV, AIFF Apple and rx2 formats;
4.1.2 Multitrack sessions are provided in 24 bit WAV and Protools file formats; and
4.1.3 Stem and mix files are provided in 24 bit WAV format.
4.2 The cost to purchase and download each Drum Drop will be clearly marked on each Drum Drop. In consideration for your payment of the fee for each Drum Drop you shall be granted a non-exclusive licence solely to use such Drum Drop(s) for the purpose of creating and recording your own songs, incorporating the Drum Drop(s). All other rights in the Drum Drops are reserved to us.
4.3 We shall provide you with a facility on the Site to upload your own tracks to the Site ("Audio Files") and to play the Audio Files alongside our catalogue of Drumdrops in order to sample how the Drum Drop(s) will sound with the Audio File(s) before deciding on your purchase of the Drum Drop(s). Once you have purchased a Drum Drop you shall be permitted to incorporate the Drum Drop(s) as part of your Audio File(s) and to exploit your Audio File(s) commercially. No other rights or permission are granted by us. All permissions granted by us to you are non transferable and you shall not be entitled to file share any Drum Drops, music files and/or other audio content with any other person.
4.4 Once uploaded onto your My Account page on the Site, your Audio Files shall remain on the Site for a period of thirty (30) days from the date uploaded, or earlier if removed from the Site by you at any time prior to the expiry of such thirty (30) day period or if removed by us in accordance with these Terms and Conditions.
4.5 We will provide Drum Drops in WAV format and the file size of each Drum Drop will be approximately the following (and subject in any event to change from time to time by us):-
4.5.1 300 - 400 megabites in respect of multi-track session Drum Drops;
4.5.2 100 megabytes in respect of loop pack Drum Drops; and
4.5.3 200 megabytes in respect of stem & mix file Drum Drops.
Your computer must therefore be of sufficient technical specification to be able to download and access Drumdrops in these formats and file sizes and we do not accept any liability whatsoever, howsoever arising, for your inability to receive, access or otherwise use the Drum Drops, resulting from the incompatibility of your computer and/or its associated systems with the required technical specifications.
4.6 Where you download with our consent any widgets (i.e. software) or other content from the Site, then such use is restricted to your personal and non-commercial use only. We reserve the right to revoke any permissions granted to you on notice. Any software, material or other content downloaded from our site is provided on an 'as is' basis only. Whilst we take reasonable commercial measures to ensure that content made available to you is free from viruses, it is your responsibility to ensure that you have up to date anti-virus protection software operating on your system.
5.1 Unless payment is made by cash or has otherwise been agreed in writing by the parties, all payments under this Agreement must be made by Paypal transfer or by credit or debit card via the PayPal website.
5.2 When you place an order to purchase a Drum Drop, you will be directed to the PayPal website in order for your payment to be processed. Once your payment has been completed with PayPal you shall automatically be returned to the Site where you shall receive a copy of your payment invoice and the link to download your selected Drum Drop(s). All of your purchase receipts shall be stored and can be printed at your my Account page on the Site as proof of purchase. Your order represents an offer to purchase a Drum Drop which shall be accepted and confirmed by us when you have made payment in full via PayPal and you are directed back to the Site, at which time delivery of the Drum Drop(s) shall commence. You have the right to withdraw from your purchase without charge until delivery of the Drum Drop(s) has started. You do not have the right to withdraw from a purchase once delivery of the Drum Drop(s) has started at which point your purchase is final. We shall deliver the Drum Drop(s) for you to download as soon as we receive cleared funds via PayPal.
5.3 Once you have completed your purchase of a Drum Drop you shall be able to access the compressed zip file of that Drum Drop on your My Account page of the Site.
6.1 You shall be solely responsible for your own Audio Files and the consequences of uploading them. In connection with Audio Files, you represent, and warrant that:
(i) you own or have the necessary licenses, rights, consents, and permissions to use and authorise us to use all patent,
trademark, trade secret, copyright or other proprietary rights in and to any and all Audio Files; and
(ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the Audio Files to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the Audio Files in the manner contemplated by the Site and these Terms and Conditions.
We agree that nothing in these Terms and Conditions shall operate so as to assign, licence or otherwise transfer ownership of the Audio Files to us.
6.2 You will not upload any Audio Files and/or use the Site in any way that:
(i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, other intellectual
property rights, privacy rights;
(ii)is (or encourages, promotes or condones activities that are) illegal, unlawful, offensive, defamatory, libellous, is threatening, pornographic, harassing, hateful, racially or ethnically offensive;
(iii) promotes, supports, contains or links to software programs, applications or websites which propagate, distribute or contain hacking software or similar applications, utilities or programs, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) is designed to or does harass, threaten or abuse others;
(v) exploits minors in a sexual or violent manner;
(vi) impersonates another person;
(vii) is generally offensive or in bad taste;
(viii) "deep links" to any portion of the Site;
(ix) uses any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained thereon or for any other unauthorised purpose without our prior express written permission;
(x) contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(xi) removes any copyright, trademark or other proprietary rights notices contained in or on the Site;
(xii) could damage, disable, overburden or impair the Site;
(xiii) reformats or frames any portion of the web pages that are part of the Site;
(xiv) interferes with another user's use and enjoyment of the Site;
(xv) harvests or collects email addresses or other contact information of users from the Site by electronic or other means;
(xvi) includes materials or content of any third party without such third party's prior written consent, or materials or content that falsely expresses or implies that such materials or content are sponsored or endorsed by us and/or the Site; and/or
(xvii) Is otherwise in our reasonable opinion a breach of these Terms and/or applicable laws, regulations or codes of practice.
6.3 If notified in accordance with Clause 7 below that any or all Audio Files infringe the rights of any third party and/or are otherwise in breach of these Terms and Conditions, we will remove such Audio Files(s). We reserve the right ourselves to remove any Audio Files we deem in our absolute discretion to be so infringing or in breach of these Terms and Conditions, and/or terminate a User's access for uploading such Audio File(s), at any time and without prior notice.
6.4 We do not preview, edit, monitor or otherwise control Audio Files and cannot guarantee the accuracy, integrity or quality of Audio Files posted. By using the Site, you agree to assume this risk. You accept and agree that you may be exposed to Audio Files that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
6.5 You are solely responsible and liable for any activity, behaviour, use and conduct you engage in relating to the Site. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your use of and registration to the Site.
6.6 You shall indemnify us and hold us harmless from all damage, costs and expenses (including reasonable legal fees) incurred by us as a result of any claim arising out of any breach by you of these Terms and/or in connection with any Audio File(s) submitted by you.
7.1 Other than Audio Files, this Site and the underlying computer code used by us to design, operate and maintain the Site and all content and material contained within or available on the Site (including without limitation all text, software, photographs, graphics, page layout, and design presented through and as part of the Site) is owned by and/or vest in us and is protected by rights of copyright, trademarks, service marks, patents, database rights, domain name rights, trade secrets and/or other proprietary intellectual property rights and laws throughout the world,. Unless expressly authorised by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the Site. Notwithstanding the above, you may use the content and materials on the Site in the course of your normal, personal, non-commercial use of the Site.
7.2 Copyright Complaints. We respect the intellectual property of others and we have used our reasonable endeavours to obtain the consent of the copyright owners of all content and material contained within or available on the Site for such content to be placed upon the Site and made available to Site users. If you believe that your work or the work of a third party has been used on the Site in such a way that constitutes copyright infringement, please contact us at email@example.com with the following information:
(i) An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright
(ii) A description of the copyrighted protected content that you believe has been infringed upon;
(iii) A full description of where on the Site this content can be found (including the relevant URL);
(iv) Your address, telephone number, and e-mail address;
(v) A statement by you that in your reasonable belief the use of the content is not authorised by the copyright owner, its agent, or the law;
(vi) A statement by you that the information contained in this notice, and any other information we may reasonably require from you in order to enable us to resolve the issue of copyright infringement (whether actual or alleged) is accurate and that you are either the copyright owner or authorised to act on the copyright owner's behalf.
The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of ours and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without our written permission or the written permission of such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that we will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
We reserve the right, without prejudice to any other rights and remedies available to us under these Terms and Conditions or generally at law, to suspend or terminate your registration or subscription and/or use of the Site immediately upon being made aware of any breach or potential breach by you of these Terms and Conditions. We further reserve the right at any time to suspend, modify or discontinue, temporarily or permanently, any portion of the Site with or without prior notice. You agree that we will not be liable to you or to any third party for any suspension, modification or discontinuance.
10.1 THE SITE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE SITE), PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS', 'AS AVAILABLE', WITH NO WARRANTIES WHATSOEVER. WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SOME TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
10.2 We shall not be responsible for any connection or access to the Site by you or the quality of the transmission of any information passing between you and the website. You will be responsible for providing your own communications equipment to access the Site via the Internet, and the Internet access charges thereon.
10.3 We warrant that we are the sole and exclusive owner of the copyright in the Drum Drops and that we have the right to licence such rights to you pursuant to these Terms and Conditions.
10.4 We do not warrant or represent that:
(i) the Site will meet your requirements;
(ii) access to the Site will be uninterrupted, timely, secure, or error-free;
(iii) the results that may be obtained from the use of the Site will be accurate or reliable;
(iv) the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your expectations; and/or
(v) any errors in any data or software will be corrected.
10.5 YOUR USE OF THE SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL WE, OUR PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, DOWNLOADERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY PART OF SITE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. SOME TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Links and Third-Party Services
10.6 We are not responsible for any third-party links, services, resources or information provided on or made available through the Site. Accordingly, we make no warranties and accept no liability (to the fullest extent permissible by law) regarding such third-party links, services, resources or information, including without limitation, warranties of fitness for a particular purpose, merchantability or non-infringement and will not be liable for your use of or reliance on such third-party services, resources or information.
11.1 It is a crime to use a false name or a known invalid credit card to order. Anyone caught wilfully entering an erroneous or fictitious order will be prosecuted to the fullest extent of the law.
11.2 We may amend these Terms and Conditions from time to time, and place the new version on the Site. When we do so, we will place a notice advising that the Terms and Conditions have been changed on our homepage www.drumdrops.com. Your use of the Site from the date that the amended terms are placed on the Site onwards will be governed by those new terms.
11.3 We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
11.4 These Terms and Conditions apply when you first access the Site, whether as a browser, a registrant or a subscriber. These Terms and Conditions shall supersede any and all other conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) relating to your purchase, whether oral or in writing, and contain the entire agreement between us and you relating to your purchase. We advise that you print off and keep safe a copy of these terms and conditions once your order has been accepted by us. You are further advised to read (and are responsible for reading) all information on this website fully.
11.5 Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
11.7 If any provision(s) of these Terms and Conditions are held to be invalid or unenforceable, it/they will be struck out and the other terms remain.
11.8 These Terms are subject to the laws of England and Wales, whose courts shall be the courts of exclusive jurisdiction.