Terms of Use
Terms of Use Agreement (Last Updated 10/27/2009)

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement between MyContent.com, LLC ("MCC" or “us” or “we”) and you, whether personally or on behalf of an entity (“you”), concerning your access to and use of the website, mycontent.com, (the “Site”). By accessing the Site and clicking on the “I Accept” button, you agree to be bound by this Agreement whether you are a “Visitor” (which means that you are entitled to simply browse the Site without being registered, but are prohibited from purchasing Contributions, as that term is defined in Section 5.1, or posting Contributions), a “Novice” (which means that you have registered on the Site, you are entitled to post your Contributions on the Site for others to view free of charge and you are entitled to license/purchase Contributions made available on the Site by paying a fee), or a “Professional” (which means that you have registered on the Site and are entitled to license/sell your Contributions on the Site to others in exchange for receiving a fee and possibly license/purchase other’s Contributions made available on the Site by paying a fee). (Except as indicated herein to the contrary, “User” means a Visitor, a Novice or a Professional.) MCC reserves the right to amend this Agreement in its sole discretion and each time you use the Site, the current version of the Agreement will apply. Accordingly, when you use the Site, you should check the date of the Agreement (which appears at the top) and review any changes since the last version. If you do not agree to be bound by this Agreement or any changes to the Agreement, you must discontinue use of the Site immediately.

1. Eligibility.


1.1 By using the Site, you represent and warrant that (a) all registration information you are required to submit is truthful and accurate; (b) you will maintain the truth and accuracy of such information; (c) you are at least 13 years of age (if a Visitor or Novice) and at least 18 years of age (if a Professional) ; and (d) your use of the Site does not violate any applicable law.

1.2 By using this Site in any manner, whether as a Visitor, Novice or Professional, you understand and agree that the laws and regulations of the United States apply and you are bound by such laws, regardless of where you reside.

USING OUR CONTENT & SITE

2. Registration, Accounts, and Passwords. If you are simply a Visitor to the Site, no registration is necessary.  When you register on the Site to be a Novice or a Professional, you will be asked to provide certain information and choose a password. You agree to be entirely responsible for: (i) maintaining the confidentiality of your password and (ii) all activities that occur under such password.  You agree to immediately notify MCC of: (i) any loss of your password and (ii) any unauthorized use of your password.  MCC will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Agreement, including, without limitation, this paragraph 2.

3. Term. This Agreement and any posted revisions shall remain in full force and effect while you use the Site or are a Visitor, Novice or Professional on the Site.  You may terminate this Agreement at anytime, for any or no reason, by removing Contributions you have posted to the Site.  In addition, you can request to have your account terminated by sending an email to support@mycontent.com with the word “terminate” in the subject line. .   MCC may terminate this Agreement at anytime, for any or no reason, with or without prior explanation, and without liability.  In addition, MCC reserves the right to terminate your account if there is no activity on such account for a period of 3 months.  Even after your use and participation is terminated, this Agreement will remain in effect, including: Section 1 (Eligibility), Section 4 (“Copyright/Trademark Rights”), Section 5 (“Grant of Rights”), Section 8 (“User Obligations”), Section 9 (“User Representations and Warranties”), Section 11 (“MCC’s Obligations”), Section 14 (“Disclaimer of Warranties”), Section 15 (“Limitation of Liability”), Section 16 (“Indemnification”), Section 18 (“Assignment”) and Section 20 (“Choice of Law and Forum”). 

4. Copyright/Trademark Rights.

4.1 The data and other materials, except Contributions (as defined in 5.1), including without limitation the text, graphics, interactive features, logos, photos, music, videos, software, and all other audible, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the Site (collectively, the “Content”) are the intellectual property of MCC, its licensors or its suppliers.  The Content is protected by copyright, trademark and other intellectual property laws and all ownership rights remain with MCC, its licensors and suppliers, as the case may be.

4.2 You may only use the Content and Contributions retrieved from this Site for your own personal, non-commercial, educational, private or domestic purposes. You agree to not engage in the use, copying, or distribution of any of the Content or Contributions, other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes. If you download or print a copy of the Content or Contributions for personal use, you must retain all copyright, trademark, or other proprietary notices. MCC reserves all rights not expressly granted in and to the Site and the Content.

5. Grant of Rights.

5.1 MCC does not claim ownership rights in the text, files, images, photos, videos, sounds, musical works, works of authorship, applications or other materials (collectively, “Contributions”) that Novices or Professionals transmit, submit, display or publish (“post”) on the Site. After posting Contributions on the Site, you continue to retain any such rights that you many have in your Contributions, subject to the limited licenses provided herein. You hereby grant MCC the worldwide, non-exclusive right to: (a) store, compress, transpose, sell, sub-license, distribute, publicly perform by means of digital audio transmission and otherwise, reproduce, exhibit, display, distribute copies or phonorecords of, and otherwise exploit (collectively, “Exploit” or “Exploitation”, as the context may require) Contributions (including the musical compositions embodied therein, if any) through the Site to the extent necessary to Exploit your Contributions as selected by you from among the choices provided by MCC for the Exploitation of Contribution on the Site, at the time the Contributions are Posted (as defined in paragraph 10 below) or subsequently; (b) collect income derived from the exercise of the rights described in Section 5.2(a); (c) insert, serve or display advertisements for MCC or the products, services or points of view of third parties in close spatial or temporal proximity to, the Contributions posted by you on the Site; and (d) use names, photographs, biographical information and likenesses, artwork images, and other materials and information (as applicable) provided by you in and in connection with the posted Contributions for the purposes of promoting and marketing the Site in any and all media. Under no circumstances shall MCC have any lesser rights than it would have as a member of the public with respect to the posted Contributions.

6. Payments for Licensing Contributions. If you are a Novice (or a Professional) and would like to license/purchase Contributions that are made available on the Site for a fee, you will be required to pay the applicable fee via a credit card or a PayPal account.

7. Payments and Reports to Professionals.

7.1 If you are a Professional and you are going to license/sell Contributions on the Site in exchange for receiving a fee, you will be required to provide MCC a valid PayPal account and a valid tax identification number. Professionals shall be responsible for any transaction costs or fees arising from establishing and using a PayPal account.

7.2 MCC shall account to Professional for the Exploitation of your Contributions on a monthly basis via the email address provided by Professional to MCC via the ingestion process. Any payment shown to be due Professional on such statement shall be remitted electronically to the PayPal account provided by Professional (subject to MCC’s verification procedures) via the ingestion process.

7.3 Professional shall be entitled to sixty-five (65%) percent of MCC’s net receipts (a) from users in consideration of the license/purchase of your posted Contributions; and (b) in consideration of the placement, display, performance and/or distribution of advertisements, promotions, and/or sponsorships visible or audible to a user immediately prior to, contemporaneously with or immediately following the display or performance for or distribution to a user solely of your posted Contribution, as determined by MCC in its sole good faith discretion, excluding all amounts, fees, or other consideration otherwise received by MCC as a result of referrals of users to a third party that result in the sale of or license of content, products or services from such third party. As used in this paragraph, MCC's net receipts shall mean, (i) with respect to income derived by MCC from direct transactions with users for the purchase, license or other direct use by a user of Contribution as described in subparagraph (a) hereof, the gross amount actually received by MCC less all applicable deductions taken for all payment processing fees or costs of collection incurred by MCC in connection with each such direct transaction, or (ii) with respect to income derived by MCC pursuant to subparagraph (b) hereof from advertisements, promotions or sponsorships, or any combination thereof, the gross amount actually received by MCC less commissions deducted by third party agencies, or payable by MCC to any third party agency, all costs of collections, transaction costs and related costs in connection with securing such income. Professional's share of MCC’s net receipts, as defined herein shall hereafter be referred to as "Proceeds."

7.4 MCC shall pay Proceeds to Professional and account to Professional reflecting all Exploitation of Contributions and corresponding Proceeds for each calendar month within thirty (30) days after the close of the previous month (“Sales Report”) and in accordance with MCC’s standard business practices so long as Contributions are Exploited by MCC. For the avoidance of doubt, Proceeds shall constitute Professional’s full consideration hereunder and shall be paid in United States dollars (US$). No payment or statement shall be required for any quarterly period unless and until aggregate amounts credited to Professional’s account and then due Professional hereunder equal or exceed $25.00.

7.5 MCC may withhold any taxes, duties, charges or levies on payments by MCC to Professional pursuant to this Agreement as may be required by applicable law, rule or regulation. MCC shall remit any such withheld taxes, duties, charges or levies to the appropriate tax authority. Despite the foregoing, provided Professional has fully satisfied all requirements to document its eligibility for a lower or zero rate of withholding tax, including, without limitation, providing MCC with a valid Certificate of Residency, MCC shall withhold based on the lower withholding tax rate, or, if applicable, shall not withhold.

8. User Obligations. Regardless of whether you are a Novice or Professional, when you post Contributions on the Site, you shall be responsible for: (a) obtaining all rights of, and all waivers of any applicable moral or similar rights by, artists, performers, writers, producers, directors, illustrators or graphic artists, composers, lyricists, authors and/or publishers of any musical compositions embodied in Contributions (including mechanical, i.e., reproduction and distribution, with respect to musical compositions embodied in the Contributions), and any other third party rights holders necessary for MCC’s unencumbered sale, promotion, storage, distribution, performance, display and/or other use as authorized hereunder of Contributions, including, without limitation, non-dramatic public performance rights with respect to musical compositions embodied in Contributions; (b) making corresponding full and timely payments of all royalties, residuals, participation payments, repeat fees and/or other sums payable for such rights and/or waivers, and all payments that may be required under any collective bargaining, union or guild agreements related to the Contributions or its exploitation or other use hereunder, including any similar payments which are not now but hereafter become payable; and (c) all residuals or other payments that may become due and payable to members of applicable unions or guilds, including without limitation the SAG, DGA, WGA, AF of M, SSDC, AFTRA, IATSE, TEAMSTERS, AGVA; and (d) otherwise complying with such procedures and standards as MCC may require in the process of the ingestion of Contributions and the Exploitation of same thereof.

9. User Representations and Warranties. You represent and warrant that: (a) you have full authority to enter into this Agreement; and to fully perform your obligations hereunder; (b) you shall not act in any manner which conflicts or interferes with any existing commitment or obligation you may have; (c) no agreement previously entered into by you will interfere with the performance of your obligations under this Agreement; (d) you shall perform in compliance with any applicable laws, rules and/or regulations of any governmental authority; (e) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions shall not violate or infringe the rights of any third party, including without limitation intellectual property rights, publicity or privacy rights; (f) the Contributions you post will not be vulgar, profane or obscene or constitute or promote gambling or illegal activity, harassment, defamation, or hate, violence or racial or ethnic intolerance; (g) the Contributions you post shall not contain falsehoods or misrepresentations that could damage MCC or any third party; (h) the Contributions you post will not contain material that is unlawful, libelous, threatening, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (i) the Contributions you post will not contain advertisements or solicitations of business; (j) the Contributions you post do not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content; (k) the Contributions you post do not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on MCC’s or others’ computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party; (l) the Contributions you post do not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Company in its sole discretion; (m) the Contributions you post do not inundate the Site with communications or other traffic suggesting no serious intent to use the Site for its stated purpose; (n) the Contributions you post do not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors; (o) you will not impersonate another person or entity, whether actual or fictitious; and (p) all information you provide to MCC is complete and accurate and will continue to be complete and accurate for the Term of this Agreement.

10. Posting Contributions on Site. When you post Contributions on the Site, certain registration information, such as your user name, location, etc., may be available to the public. Also note that any personally identifiable information you include in the body of your Contributions will be available to the public so it is important for you to exercise discretion and appropriate caution when deciding to reveal personally identifiable information in these areas.

11. MCC’s Obligations.

11.1 MCC does not endorse any Contributions or any opinion, recommendation, or advice expressed therein, and MCC expressly disclaims any and all liability in connection with Contributions. MCC does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and MCC will remove any Contributions, Content or other materials on the Site, if properly notified that such Contributions, Content or materials infringe on another's intellectual property rights. If you are a copyright owner or the legal agent of a copyright owner, and you think that any Contribution, Content or other material on the Site infringes upon your copyrights, you may submit a notification pursuant to MCC’s Digital Millennium Copyright Act Notice.

11.2 You understand that when using the Site, you will be exposed to Contributions from a variety of sources. For example, the majority of the material on the Site are Contributions coming from third parties and were not created or developed in whole or in part by MCC. MCC is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Contributions. You further understand and acknowledge that you may be exposed to Contributions 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 MCC with respect thereto.

11.3 MCC reserves the right, in its sole discretion, to remove Contributions with or without prior notice, with or without reason. MCC will also terminate a Novice’s or Professional’s access to the Site, if such Novice or Professional is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a Contribution removed from the Site more than twice. MCC also reserves the right to decide whether a Contribution is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, etc. MCC may remove such Contributions and/or terminate a user's access for posting material in violation of this Agreement at any time, without prior notice and at its sole discretion.

12. Links to Other Websites. This Site contains links to websites operated by other people or companies. MCC does not control the content of those websites and takes no responsibility for their content, nor should it be implied that we endorse or otherwise recommend such sites or the products or services offered. MCC encourages you to review the privacy policies and terms of use of any third party sites or services before providing any of them with any of your personally identifiable information.

13. Privacy Policy. MCC is committed to protecting the privacy of users of the Site. For information on how information is collected, used or disclosed by MCC in connection with your use of this Site, please consult our Privacy Policy.

14. Disclaimer of Warranties.
THE SITE, AND ALL CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION, CONTRIBUTIONS, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” BASIS WITH NO WARRANTY. THE SITE MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

MCC, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SITE (“RELEASED PARTIES”) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITE AND DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RELEASED PARTIES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SITE, OR ANY PART THEREOF; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF CONTENT OR OTHER DATA ON THE SITE; (VI) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE AND (VI) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF RELEASED PARTIES.

FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, RELEASED PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Limitation of Liability.
IN NO EVENT WILL RELEASED PARTIES BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (I) THIS SITE, YOUR ACCESS, USE OR INABILITY TO USE THIS SITE; (ii) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SITE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU SPECIFICALLY ACKNOWLEDGE THAT MCC SHALL NOT BE LIABLE FOR CONTRIBUTIONS, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, RELEASED PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

MCC RESERVES THE RIGHT TO ALTER, REMOVE OR DISCONTINUE ANY PORTION OF THE SITE OR THE CONTENT OR CONTRIBUTIONS ON THE SITE OR TO SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

16. Indemnification. You agree to indemnify, defend and hold harmless MCC and its affiliates and contractors (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including attorneys' fees and costs) arising out of a claim by a third party by reason of: (a) a breach of any warranty, representation, covenant or obligation you have made under this Agreement; or (b) any claim that any Contributions, posted by you hereunder or MCC’s use thereof violates or infringes the rights of another party. Without limitation of our rights hereunder, we shall have the right to set-off and deduct from the Proceeds otherwise payable to you hereunder any amounts for which you may be liable to MCC hereunder.

17. Changes to this Agreement. MCC reserves the right to update or modify this Agreement at any time and without prior notice, by posting the revised version of this Agreement on our Site.

18. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MCC without restriction.

19. Disputes Between Users. Because MCC does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Site, in the event that you have a dispute with one or more Site users, you release MCC (and its agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

20. Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules.

21. Arbitration/Disputes With MCC. All disputes arising out of this Agreement (including its formation, performance or alleged breach) or your access to the Content, Contributions and Website, will be exclusively resolved under confidential binding arbitration held in Orlando, Florida before and in accordance with the rules of JAMS. The prevailing party shall be awarded attorneys fees. Notwithstanding the foregoing, MCC will have the right to seek injunction relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights. In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in Orlando, Florida.

22. Headings. The titles in this Agreement are for convenience only and are not to be considered in construing or interpreting the Agreement.