Please carefully read these terms and conditions ("these Terms"), which apply to this Lost Songs website “the Lost Songs Website” or “the Website” whether accessed by you (“User”) over a network such as the Internet and whether accessed for use by you on a mobile (such as a phone or a tablet), computer, TV, smart TV, audio visual or any other device whether now known or to be invented. By using the Lost Songs Website you agree to be bound by these terms. We may modify these terms from time to time. If you do not agree to these Terms you must stop using the Lost Songs Website.
These Terms apply to our online talent search for 16 very special songs that will be chosen by our panel of judges in accordance with the process described below, the remainder of these Terms and the Contest rules. The winning songs will be commercially released in around January 2017 as Lost Songs Volume 2.
We are Metropolis London Music Limited ('Metropolis' or 'we'), incorporated in England and Wales with registration number 7495435, whose address is at The Power House, 70 Chiswick High Road, London, W4 1 SY. Metropolis is exclusively licensed by Valley Boy Limited incorporated in England and Wales with registration number 04065219 and whose registered office is at Creaseys Group Limited, Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS to exploit the Lost Songs Service as described in these Terms and the Website.
Our service ("Service") is described in the Lost Songs Website at the “About” link in the Settings tab. We reserve the right to change the Service from time to time and to withdraw any features of the Service without giving notice. The main purpose of the service is to facilitate the participation, by Users in an online talent search competition by which registered Users of the Website may enter User Content (as defined in these Terms) into the contest in accordance with the Contest rules (see below).
Among other features of the Service, Users can utilise the Lost Songs Website which provides them with the means to:
Upload audio and audio visual recordings solely composed and recorded by you (“User Content”)
Enter the User Content into the contest (see below for Contest Rules)
Please note carefully that any breach or non-performance of any part of these Terms may result in Users losing their entitlement to use the Service and take part in any Contest.
You may sign up with us as a global User for free but use of the Website is subject to these Terms & Conditions.
When you sign up, we ask you to provide certain information about yourself that is true, accurate, and up to date. Should any of your registration information change, please go to “Settings” and make the required changes.
By clicking the Sign Up button and registering with us you agree that we may from time to time, send you emails regarding updates to the service, offers or new content. You can stop receiving these emails at any time by clicking the ‘unsubscribe’ link at the bottom of the email.
Anyone under the age of 18 years is not eligible to register to use the Service and must not attempt to register with us, submit User Content and/or enter any Contest.
PASSWORD AND SECURITY
On registration you will select a username and password. You must keep your password secure and we strongly advise that you do not disclose it to or share it with anyone.
You will be responsible for all activities under your password. If you know or suspect that someone else has your password, you should go to “Settings” and change it yourself and if this is not possible please contact us [email@example.com]
We reserve the right to change your password if we believe that it is no longer secure.
If you forget your password, please click the "Forgot Password?" link where you will be able to reset your password if you satisfy our security check.
USE OF THE SERVICE
You may utilise the Website solely for your own personal use. You must not use any User Content or content from the Website for any illegal purpose, or sell or re-sell any User Content and/or the Service.
In particular, you may not use the Website for any of the following purposes:
disseminating any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, or otherwise objectionable material or otherwise breaching any laws;
transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
interfering with any other person's use or enjoyment of the Website; or
making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
If you breach this provision, you will be responsible for any losses and costs resulting from your breach and you indemnify us on demand against all costs, actions, claims, demands and losses of whatsoever nature arising out of or connected with any such breach.
If you choose to access the Website from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
CANCELLATION, SUSPENSION AND TERMINATION
You can cancel your use of the Website at any time by deleting it from your device except that if you make it through to the second or third round of any Contest, you will then be bound by the Contest Rules and the remaining relevant part of these Terms.
We reserve the right to suspend or cancel your use of the Service at any time for operational, regulatory, legal or other reasons.
We may terminate your use of the Service with immediate effect if you breach any of these Terms.
Whilst we try to ensure that the Service is available 24 hours a day, we cannot be held responsible if, for any reason, the Service is unavailable at any time or for any period.
Access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
Although we make all reasonable efforts to ensure that the server which makes the Service available is bug and virus free, we cannot provide any guarantee in this respect.
You are responsible for obtaining Internet access to use the Website from wherever you are in order to access the Service. We cannot be held responsible for your failure to access the Service or use the Service from any location or due to any third party software which may be required. Any access fees incurred in using the Website (e.g. data charges) and any equipment necessary to access the Service are your responsibility.
Owing to the nature of the Internet and the fact that your access to the Service involves functionality outside our control, we cannot be held responsible for technical problems that you may experience with the Website or the Service.
We do not guarantee that the Website will be compatible with your device. While we try to provide the Website using all reasonable care, we cannot be held responsible for any corruption or loss of data held on your computer, or any damage caused to your device resulting from your use of the Service.
GRANT OF LICENCE FOR USE OF WEBSITE
Users are granted the non-exclusive, non-transferable right to play, stream or view the content provided in the Website in the formats made available by us .
Subject to these Terms & Conditions, Users are granted the non-exclusive, non-transferable right to use the Website for the purposes set out in the Website.
In order to ensure that the Service is functioning at its best, from time to time we may ask you to upgrade to a newer version of the Website. In addition, we may find it necessary to send you automatic fixes or support files.
TERMS FOR USING THIRD PARTY CONTENT
Once you have registered as a User, you can view and stream third party Content from within the Website.
You agree to use all third party User Content for your non-commercial personal use only. You therefore must not use any of our or any third party content for any commercial activity of any sort. Please note that any use you make of any such Content is subject to these Terms & Conditions.
You agree that you will not circumvent any technological protection measures in whatever form incorporated with your download through the Website and will not encourage or permit others to do so. You will not reverse engineer any technological protection measures incorporated with any User Content or the Website.
What is User Content? User Content is the uploaded recording of an un-released and un-published song which the User has written either (i) without input from anyone else (including without limitation the music and the lyrics) by the User or (ii) if the song was written with others, it can only be uploaded and submitted to the Website with the full approval of all other writers. The User must evidence such approval as a condition of submission including by providing us with all other writer’s contact details (in such case Users warrant that they have the other writer’s permission to provide those details). We reserve the right at any time to verify such co-writers approval and will require their written confirmation that they are bound by these Terms.
User Content can be in any musical genre, for any band combination (including solo artist or band of up to  piece, instrumental and for performance on any instrument.
For further clarification, this song must not have been commercially released or published in any way and at any time and must also comply with these Terms. Users acknowledge and agree that if the song is included in a Contest and makes it to the second round of that Contest, we will be working on the song (potentially by arranging, mixing and mastering the song). Please see the Contest Rules for more detail on this.
Registered Users may upload their own User Content to the Site. Registered Users acknowledge by registering that they are entering their User Content in accordance with these terms and the Contest Rules in order to participate in the online talent search competition detailed on the Website. Users retain ownership of uploaded User Content (but have no ownership of other content) but by uploading any User Content you grant us and our designees, licensees or assigns the [non-exclusive], transferable, assignable, sub-licensable, perpetual, worldwide and royalty-free right to use, reproduce, distribute, publicly display, transmit to the public, publicly perform, make derivative works using and otherwise use the uploaded User Content in all media, formats and contexts for the purposes of any Contest, the promotion of the Site or related business activities. In addition, by registering on the Site and uploading User Content, the 30 Registered Users whose User Content reaches the second round of the Contest hereby grant to us the second round rights which are set out in these Terms.
You are responsible for the content of your User Content (and any non-music content that you upload to the Site). By uploading User Content (and any such non-music content) you confirm that:
you own or control all the rights necessary to upload the User Content (or non-music content including Lyrics) to the Site and to grant usall the rights referred to above and in these Terms;
you are fully entitled to upload the User Content, partake in the Contest, provide details of other writers (if relevant) and grant all the rights granted under these Terms and Conditions and as set out in the Website;
Neither have you granted any exploitation or other rights in the User Content to any third party, whether a record label, music publisher, distributor, aggregator or anyone else. The only exception to this is if you or any other writer is a member of the Performing Rights Society (“PRS”) in which case you must supply details of all memberships and any registrations.
the uploaded User Content (or non-music content including lyrics) and its use by us in accordance with these Terms and Conditionswill not infringe the rights of any third party (including without limitation performance rights, copyright, moral rights, composition rights, privacy rights and publicity rights);
the uploaded User Content (or non-music content including Lyrics) is not abusive, offensive or defamatory in any way and does not contain ant so called samples;
the uploaded User Content (or non-music content including lyrics) does not contain any code which may be harmful to our servers or computers or those of other Users (including without limitation viruses, Trojan horses, worms, spyware, and/or corrupt files); and
you [have taken] independent legal advice by a lawyer specialising in the music industry on these Terms and the terms of the recording agreement with Valley Boy Limited and a Publishing Agreement with Valley Boy Limited in respect of the User Content submitted (for more detail see under Contest Rules Second Round in these Terms).
You must not upload to the Site any music or other content other than your own User Content.
You agree not to forward, circulate, broadcast, perform, publish or disseminate any User Content to any third party except as expressly authorised by us until either (i) the end of the Contest or (ii) if you reach the second round of the Contest until such time as is agreed in the second round rights.
We reserve the right to co-operate with any law enforcement authority or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these Terms.
We reserve the right to remove any User Content (or any non-music content you upload to the Site) without providing prior notice and at its sole discretion and accepts no liability for removing such User Content. We may also remove any User Content (or any non-music content you upload to the Site) which it reasonably regards as infringing any other person’s intellectual property or other rights.
If you are a copyright owner and are concerned that any User Content (or any non-music content) used in the Service infringes your rights, please send written notice to Metropolis London Music Limited, The Power House, 70 Chiswick High Road, London, W4 1SY including:
the full name and address of the sender of the notice;
details of the location of the information in question; and
details of the unlawful nature of the alleged infringement in question.
All and any of your uses of User Content may be must be solely non-commercial during the period of the Contest except with our written permission.
MESSAGE BOARDS / CHAT / SOCIAL NETWORKS/ COMMUNICATIONS WITH OTHER USERS
The Service currently offers sharing through social networks and in the future may offer other interactive features such as instant messaging, message boards and chat.
All personal information you display or communicate using such functionality becomes public information and we are not responsible for any information you choose to make public.
We reserve the right to remove at any time communications that we reasonably consider to be obscene, defamatory or abusive.
We advise you to use extreme caution whenever you socialise or interact with people whom you have met via the Internet.
If you choose personally to communicate or meet with any other User by exchanging postal/email addresses, telephone numbers or otherwise via the interactive functionality of the Service, you do so at your own risk.
We cannot be held responsible for any consequences that flow from your decision to communicate or interact with other Users.
DISCLAIMER OF LIABILITY
We do not monitor the content of User Content and accept no liability for its content. As a User, you upload User Content at your own risk and accept full responsibility and liability for its content. We do not endorse any User Content uploaded to the Site.
We will not have any liability arising out of or in connection with the Website or the Service or any defects in the Website or any User Content for:
any business losses (such as loss of profits, business, contracts or goodwill); or
any delay in performance of the Service or any other matters due to any events outside our reasonable control; or
any unforeseeable losses or damages.
We do not seek to exclude or limit our liability for death or personal injury caused by negligence, or for fraudulent misrepresentation, or any other liability which may not be excluded by law.
Nothing in these Terms will exclude or limit any of your rights under law as a consumer.
We will have no liability to you for any delay in performance of the Website or the Service or any other matters to the extent that any such delay or other matters are due to any events outside our reasonable control.
We will have no liability for any User Content uploaded to the Site. Metropolis does not guarantee any confidentiality in relation to User Content uploaded to the Site.
Where you have uploaded User Content to the Site, you will be responsible for any losses and costs we (and our designees, licensees and assigns) may have resulting from a claim by a third party that there has been an infringement of its intellectual property or other rights in the User Content.
Please also note that no guarantees can be given concerning the success of any commercial activities with User Content.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in any content in the Website are owned by or licensed to us. No intellectual property right in any content in the Website is intended to, and shall not be deemed to, transfer to any person who accesses the Site.
We may at our own discretion and without giving notice alter, remove or suspend any part or any content in the Website. In no event will we be liable for any loss or damage arising as a result of modifications made to the Website.
All intellectual property rights in the Lost Songs name, trademarks and designs, logos and project is owned by Valley Boy Limited.
The following rules together with any relevant additional terms made available to you on the Website ("Contest Rules") apply to any competition, prize draw or other contest run on the Website ("Contest").
By participating in any Contest, you agree to be bound by the Contest Rules set out in the Terms and as appearing on the Website and which you acknowledge may be changed at any time in our sole discretion.
All Contests will be judged on the basis of skill, potential and style. You must submit your entry by the closing date and time specified on the Website or your entry will not be judged. The judge’s decisions regarding all elements of the Contest are final, binding and non-appealable.
All prizes are non-transferable. We reserve the right in our discretion to substitute any prize with a prize of comparable value.
By submitting an entry to any Contest, you expressly permit us to identify your entry and you as the contributor of your entry in any publication in any form, media or technology now known or later developed. In addition, by submitting your entry,
you grant us, our associates and any Contest sponsors the right to use your name and likeness (and the interviews taken in the event you reach the second or third round of any Contest) for advertising and publicity purposes without additional compensation;
you agree to participate in any reasonable promotional activities requested by us or any sponsor of the Contest
you confirm you are at least 18 years of age;
You grant to us and Valley Boy Limited all consents and approvals necessary for Metropolis to use and exploit User Content (and the interviews taken in the event you reach the second or third round of any Contest) in all media throughout the world as specified in the Contest Rules and these Terms.
Should you qualify to the second round you agree to enter into such further agreements as are set out in the Contest Rules and undertake to abide by these terms of the Agreement including with regard to the Second Round Rights;
You undertake that all personal details and or information provided by you are truthful, accurate and not misleading;
You undertake that you are not a party to any agreement which in any way conflicts with these terms and conditions or renders you unable to perform your obligations including any recording or music publishing agreement.
If you do not comply with the requirements for Contest applicants, you may be disqualified.
Contest winners are solely responsible for all insurance, applicable taxes and for any expenses not specified in the prize description.
Contests are not open to Metropolis or Valley Boy Limited employees or employees of their affiliated companies and subsidiaries, nor to any sponsors of the Contest, or the immediate families of such employees or sponsors.
Contest winner(s) will be notified by email as soon as possible after the Contest decision. For the names of the winner(s), please send an email to Customer Services (see below for details)
Please note that you are solely responsible for ensuring your entry to any Contest is submitted to us. We will not be responsible for transmission errors for email entries or for any other error affecting the receipt by us of entries to a Contest.
Users must register with the Service to be eligible to enter the Contest. Once you have registered, each individual User can submit one song only for entry into the Contest. If you submit more than one song, the second (and even the first) song may not be allowed into the Contest. If you submit your song after any closing time and date specified on the Website, your entry will not be considered. Songs must be submitted in the format specified on the Website to the email address specified in the Website.
By submitting your entry you agree not to use the song for any other purpose other than the Contest either for the duration of the Contest or if your song makes it to the second round, the song can only be used in accordance with the Second Round Rules and Rights granted to us.
We have selected a panel of judges that will review all User Content on the basis of skill, potential and style. From the entries, the panel will select 30 songs that will go through to the Second Round and will notify all entrants by email by the time and date specified on the website. If your song is not selected, you will be notified by email and following notification, you are free to deal with your User Content however you like.
The Registered Users who wrote and/or submitted the 30 selected songs will be notified by email and their names and User Content will be displayed on the Website. All those Users must be available to be interviewed (including audio and audio visual interviews) on topics relating to them, the song (including its origin and how and when it was written) at the times specified on the Website.
In addition to the remainder of these Terms including the Contest rules, the following terms apply to these selected Users (including all co-writers):
They (as with all Registered Users) acknowledge that if they are selected for the second round of a Contest, it is a condition of Users registration on the Site and participation in a Contest that Users are required to enter into a recording agreement with [Valley Boy Limited] and a Publishing Agreement [with Valley Boy Limited]] in respect only of the User Content submitted.
The recording agreement with [Valley Boy Limited]] and a Publishing Agreement [with Valley Boy Limited]] in respect of the User Content submitted shall be provided to all Users who register on the Website by email immediately after registration. These agreements shall grant an exclusive licence to [Valley Boy Limited] and to [Valley Boy Limited]] to exploit the User Content worldwide during the period and on the commercial basis set out in the agreements provided that the songs must be released by the date set out on the Website or you may terminate the agreements.
The User Content submitted will be reviewed by our sound engineers and producers with a view to making a sound recording technically and commercially acceptable for a commercial release by suitably qualified musicians (which may include the User in our sole discretion).
We will be able to arrange, edit, mix and remix the songs for the purposes of providing a commercially and technically suitable recording but shall not change or add to the lyrics nor create anything other than a faithful reproduction of the music.
The panel of judges will choose 16 of these 30 songs to go through to the third round.
The Registered Users (and at our discretion all other writers where relevant) who wrote the 16 third round songs shall make themselves available for TV interviews if arranged on the dates set out on the Website.
Second and Third Round Users will be invited to Metropolis Studios during the period specified on the Website to review the final mix of the recording and make comments which we shall consider but our decision on the final mix shall be final.
All 30 songs may be released by or on behalf of Valley Boy Limited physically and electronically and on any format, worldwide. The relevant Registered Users hereby grant Valley Boy Limited all necessary licenses for such exploitation (and the same rights must be granted by all other writers where relevant). However, the 16 Third Round songs will be so released by the date set out on the Website. Those Registered Users (and where relevant all writers) also agree that the recordings and the songs may be synchronised with visual images for the purposes of incorporation in Lost Songs videos and for the purposes of incorporating in adverts, films, TV programmes and the like, in accordance with the recording and publishing agreements.
4. The relevant Registered Users (and where required by us any other writers) shall make themselves available for reasonable amounts of promotional activities from time to time (and in accordance with the recording agreement) for any album release.
Unless otherwise stated in these Terms, all notices from you to us must be in writing and sent to our contact address at The Power House, 70 Chiswick High Road, London, W4 1SY (by certified or registered mail) and all notices from us to you will be displayed on our website from to time.
GOVERNING LAW AND JURISDICTION
These Terms are governed by English law and you and we agree to submit to the non-exclusive jurisdiction of the courts of England and Wales provided also that you agree that if we or our licensees, designees or assigns are sued in any country, you agree not to challenge the jurisdiction of the courts or tribunals of that country if we need or wish to join you into any proceedings
If you require further information about Metropolis, our group companies, or any content on the Site, please contact us at firstname.lastname@example.org