Northern Ontario Music Portal Terms of Use

Effective Date: September 1, 2016

Welcome to the Terms of Use for MFM’s Northern Ontario Music Portal. Below you will find the long and daunting but standard legally binding documentation to help guide you along the way to uploading your music. Before you take the time to thoroughly read and digest these Terms, we’ve decided to answer some of the commonly asked questions artists like you have had.

Can I upload anything? Even covers? Sure, but only if you can prove that you own the rights or licenses, or alternatively, have permission to use any of the material that you’re uploading.

Can I sell my music on your website? We are not an online marketplace, but we do want artists to sell their music and make all sorts of music money, so you can enter a direct link to your online store.

Will using this site cost me money? Nope. You can hang on to that stuff.

Do I lose the rights to my music if I upload it here? No way! You’re granting us the rights to use your music in a variety of ways that allow us to get as many ears on it as possible.

Terms and Conditions

The use of The Northern Ontario Music Portal website, currently located at www.cionmusic.ca (the "Site") and the services offered on and through the Site (such services and the Site shall collectively be referred to as the "Service") is subject to the terms and conditions of this agreement (the "Agreement"). "You" or "Your" means an individual or entity to whom Cultural Industries Ontario North has given the rights to use the Service pursuant to the terms of this Agreement.

Cultural Industries Ontario North grants You the right to use the Service described herein in consideration of Your acceptance of the terms and conditions of this Agreement.

It is important that You read carefully and understand this Agreement. By clicking the "I accept" button, You are agreeing to be bound by all of the terms and conditions in this Agreement. If You do not agree to all these terms and conditions or otherwise do not agree to be bound by this Agreement, You must click the "I do not accept" button. If You do not accept this Agreement, You may not use or access the Service.

If You are using the Service on behalf of a company or organization (collectively "Entity"), You represent that (a) You are duly authorized to represent Your Entity and (b) You accept the terms and conditions of this Agreement on behalf of Your Entity. The Service is protected by copyright and other applicable law. Any use of the Service other than as authorized under this Agreement is prohibited.

1. Description of the Service. Cultural Industries Ontario North provides an online platform that enables users to view, stream, upload, and post Content (including, but not limited to, sound recordings and music videos synchronized with sound recordings), via the website www.cionmusic.ca. Factors beyond the control of Cultural Industries Ontario North, including but not limited to the user's Internet connection and bandwidth, may significantly impact the quality of the stream and the viewing experience, and may result in temporary or permanent transmission interruptions. Cultural Industries Ontario North shall not be responsible for any problem, interruption, distortion, or any other type of technical difficulty directly or indirectly resulting from Your computer set-up, Internet connection, or any other such factors impacting Your viewing experience, and shall not compensate You or be liable for any type of damages, unless Cultural Industries Ontario North, in its sole discretion, decides otherwise, in which case, Cultural Industries Ontario North may use appropriate means, as it sees fit, to remedy the situation.

2. Changes to The Service and this Agreement. Cultural Industries Ontario North reserves the right to modify or discontinue, temporarily or permanently, the Service and other offerings at any time without notice. You agree that Cultural Industries Ontario North shall not be liable to You or any third party for any modification, suspension or discontinuance of the Service (or any portion thereof). Furthermore, You understand, acknowledge, and agree that Cultural Industries Ontario North reserves the right to make, at its sole discretion, additions, deletions, changes and any other modifications (collectively, "Amendments" ) to this Agreement, at any time without notice, by posting the Amendments on the Site. Any such Amendments shall be effective immediately upon posting or at such other date and/or time as may be determined Cultural Industries Ontario North. You can review the most current version of this Agreement at any time at: www.cionmusic.ca. You will be able to determine if any Amendments have been made since your previous use of the Service by viewing the "Last Updated" information that appears at the top of this Agreement. It is Your responsibility to review the most current version of this Agreement prior to each use of the Service, and You fully agree to be bound by all of the terms and conditions of this Agreement and its Amendments.

3. Participation Restrictions. You may not use the Service if You are (i) not able to legally form binding contracts, or (ii) temporarily or indefinitely suspended from the Service. In the event that Cultural Industries Ontario North discovers that You fit into one or both of these categories, Cultural Industries Ontario North reserves the right to discontinue Your use of the Service and/or suspend or cancel Your account. Cultural Industries Ontario North further reserves the right to refuse, cancel, or suspend permission for use of the Service to any users at any time at Cultural Industries Ontario North's sole discretion, including without limitation, in such instances wherein Cultural Industries Ontario North believes that You are or might be engaged in any form of fraudulent, illegal, or otherwise improper activity regarding the Service. Multiple accounts held by one person are subject to immediate termination at Cultural Industries Ontario North’s sole discretion unless expressly authorized in writing (including by electronic mail) by Cultural Industries Ontario North.

4. Registration. When registering for the Service, You agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You further agree to maintain and promptly update such information to keep it true, accurate, current and complete. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under Your password and/or account. You agree to (a) immediately notify Cultural Industries Ontario North of any unauthorized use of Your account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Cultural Industries Ontario North cannot and will not be liable for any loss or damage arising from Your failure to comply with Section 4.

5. Proprietary Rights. This Agreement, the Site, the Content, and any other material on the Site ("Works") are owned and controlled by Cultural Industries Ontario North, its affiliates, other parties that have licensed to Cultural Industries Ontario North the right to use their material, and other users of the Site, and are protected by Canadian and international copyright and other laws. Some of the names, characters, logos, trademarks, service marks, or other images displayed on the Site ("Trademarks") are the registered and unregistered trademarks of Cultural Industries Ontario North or other parties and are protected by trademark and other laws. You acknowledge that these rights are valid and enforceable. Except as explicitly permitted, on a case-by-case and use-by-use basis, by the respective owner of the Works and Trademarks (collectively, the "Materials" ), You may not copy, modify, reproduce, republish, upload, post, display, perform, transmit, broadcast, or distribute the Site or any of the Materials available on or through the Site. Nothing contained in this Agreement shall purport to convey any ownership or other rights with respect to the Materials, and You acknowledge that by using the Site or Materials You do not acquire any ownership or other rights with respect thereto. You hereby covenant that You will not "steal" or otherwise copy, modify, distribute, or misappropriate, in whole or in part, any of the Materials contained on the Site and/or the "platform" or methods that Cultural Industries Ontario North uses to offer and perform its service, including without limitation, via electronic means (such as "spiders" or other electronic information-gathering processes). You acknowledge that the other parties that have licensed to Cultural Industries Ontario North the right to use their material do so at their discretion, for a limited period of time, and/or that they can opt out of the service, and that Cultural Industries Ontario North cannot guarantee ongoing access to any content uploaded by Cultural Industries Ontario North or other parties.

6. Confidentiality. Unless Cultural Industries Ontario North expressly agrees otherwise, You agree to hold Cultural Industries Ontario North’s Confidential Information in strict confidence and not to disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or use such information for any purposes whatsoever other than as necessary in order to fulfill Your obligations or exercise Your rights under this Agreement. "Cultural Industries Ontario North Confidential Information" includes, without limitation: (i) all Cultural Industries Ontario North software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Service; (ii) any business information, including operations, planning, marketing interests, products, and any other reporting information provided by Cultural Industries Ontario North; and (iii) any other information designated (in writing, orally or in any other form) by Cultural Industries Ontario North, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. Cultural Industries Ontario North Confidential information does not include information that (a) has become publicly known through no breach by You, (b) was known by You at or before the time such information was received from Cultural Industries Ontario North, as evidenced by Your tangible (including written or electronic) records, (c) has been independently developed without access to Cultural Industries Ontario North’s Confidential Information and without breach of this Agreement, as evidenced by Your contemporaneous tangible (including written or electronic) records; (d) has been rightfully received by You from a third party that is not under an obligation of confidentiality with respect to such information; or (e) required to be disclosed by law or by a governmental authority.

7. No Offensive Content or Pornography. Cultural Industries Ontario North works to maintain a healthy and vibrant community. Please alert us with respect to any pornographic, obscene or offensive content available on the Site so that we can investigate, take action against offenders, and report illegal activity to authorities. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with this Agreement or with the spirit of the Service.

8. Your Representations and Warranties. You represent and warrant to Cultural Industries Ontario North that You (a) possess the legal right and ability to enter into this Agreement; (b) You also represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement; and (c) You represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in Canada (e.g., SOCAN) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to Cultural Industries Ontario North for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works.

9. Disclaimer of Warranties. The Service provides a forum for the streaming and otherwise accessing of the Content. Cultural Industries Ontario North does not control the content of Content uploaded to or otherwise posted via the Service, and does not filter or screen any of the Content (except for random checks relating to technological specifications) nor endorse any of the Content. Therefore, Cultural Industries Ontario North is not in any way responsible for, and makes no warranty or representation herein to You or to any other user with respect to, the content of the Content or information or other material posted using the Service, including without limitation, the source, accuracy, integrity, appropriateness for certain audiences or purposes, nature, or quality thereof, or that such material is compliant with any law, standard, custom or practice, or that it reflects the views or opinions of Cultural Industries Ontario North or any of its officers, directors, shareholders, employees, representatives, agents, partners, contractors, and other affiliates. Neither the quality of the Content or any other materials offered through the Service, nor the integrity of rights with respect thereto shall be deemed to be guaranteed by Cultural Industries Ontario North. You are entirely responsible for all Content that You upload, post, email, or otherwise access and / or provide for access.

You understand that by using the Service, You may be exposed to Content that is offensive, indecent, or otherwise objectionable. You agree that you will not hold Cultural Industries Ontario North responsible for other users' actions or inactions, including with respect to Content and other Materials and information they post on or submit to the service. You understand and agree that you use the service and the material it contains at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the streaming of content from the service (directly or indirectly). You agree that you will not hold Cultural Industries Ontario North responsible in connection with any removal or suspension of content, including without limitation, in accordance with sections 8 or 16.

The Service and any part or element thereof, whether owned by Cultural Industries Ontario North or provided to it by a third party, (including, without limitation, the storage, hosting transmission capacity, auto-generated user emails) and the materials it contains are provided "as is" with no warranties whatsoever. Cultural Industries Ontario North expressly disclaims any warranties, express or implied, including without limitation, regarding the security, reliability, and performance of the service and any warranty of non-infringement, merchantability and fitness for a particular purpose.

10. Limitation of Liability. You agree that, to the fullest extent permissible under applicable law, in no event shall Cultural Industries Ontario North or any of its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates, be liable for any direct, consequential, special, indirect, exemplary or punitive damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, whether in contract, tort or any other legal theory, arising from or relating to use of or access to the Cultural Industries Ontario North service and any proposed transaction (such the sale of any goods) in connection therewith, even if it has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Moreover, Cultural Industries Ontario North will not be liable for any acts of its employees acting beyond the scope of their authority.

11. Technological Problems. Cultural Industries Ontario North bears no liability or other responsibility for any incompatibility of software or computer systems, or any other technological failure. Cultural Industries Ontario North does not guarantee uninterrupted or secure access to the Service. The Service may be interrupted by factors outside of the control of Cultural Industries Ontario North. Cultural Industries Ontario North may provide instructions relating to the required technological specifications for optimal viewing of Content. It is Your sole responsibility to comply with such instructions, and Cultural Industries Ontario North makes no warranty or representation that any Content will actually be accessible or viewable by a user. In the event of a technological problem, Cultural Industries Ontario North shall have the sole right to determine, in its sole discretion, the appropriate way to address and remedy such problems.

12. User Status Not Transferable. You cannot sell or otherwise transfer Your User ID or offer it to another person or entity under any circumstances. Any such endeavored sales or transfers shall be void immediately and shall, in Cultural Industries Ontario North’s sole discretion and at Cultural Industries Ontario North's election, lead to suspension, discontinuation, or cancellation of the subject user membership.

13. Third Party Sites. The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Cultural Industries Ontario North's control, and you acknowledge that Cultural Industries Ontario North is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Cultural Industries Ontario North or any association with its operators. You further acknowledge and agree that Cultural Industries Ontario North shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

14. Indemnity; Release. You agree to defend, indemnify, and hold Cultural Industries Ontario North and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates (the "Indemnified Person(s)") harmless from and against any and all claims, liability, suit, proceeding, demand or action, and any damages, losses costs (including reasonable attorneys' fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Indemnified Person(s) arising out of, or related to, (i) Your use of the Service and any materials of other users, and/or (ii) Your breach of any term of this Agreement.

To the maximum extent permitted by applicable law, You hereby release, and waive all claims against the Indemnified Persons from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service. Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

15. Termination; Discontinuance of Service. Cultural Industries Ontario North may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Content. If you wish to terminate your account, then you may do so by following the instructions on the Site. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

16. Privacy and Information Rights. You agree that Cultural Industries Ontario North may collect and use information that You provide to Cultural Industries Ontario North when You register for the Service or otherwise use the Site or Service (including but not limited to contact information) in accordance with the Privacy Policy, which is incorporated herein by reference.

17. Applicable Laws. This Agreement is entered into in Ontario and is to be construed in accordance with and governed by the internal laws of the Province of Ontario (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Province of Ontario to the rights and duties of the parties). You hereby warrant, represent, agree and covenant that You will comply with all applicable laws of Your respective country and other jurisdictions, as well as those other laws which may apply to You as a result, or which are otherwise related to any economic or other activity in connection with the Service. You agree that You shall not utilize the Service in a manner which violates any law. The use of the Service is subject to all applicable laws, including without limitation, regulation by agencies of the Canadian government. It is Your responsibility to ensure Your own compliance with all applicable laws. Cultural Industries Ontario North makes no representation that materials on this Site are appropriate or available for use in locations outside of Canada, and accessing them from territories where their contents are illegal is prohibited, and Cultural Industries Ontario North is not responsible for the laws of any country or other jurisdiction which might prevent, interfere with, impair, or otherwise adversely affect any economic activity relating to the Service.

18. Dispute Resolution. Any claim, controversy or dispute in connection with this Agreement ("Claim") shall be settled through friendly consultations between both parties. In case no settlement can be reached through friendly consultations, both parties shall submit the Claim to arbitration conducted by a single arbitrator (selected by mutual agreement of the parties) engaged in the practice of law. The arbitral award will be final and binding upon both parties, and is the only means of dispute resolution and may be entered in any court having jurisdiction thereof. Any arbitration or other proceeding shall occur exclusively in Sudbury, Ontario. Notwithstanding the foregoing, arbitration can only decide Cultural Industries Ontario North or Your personal Claim, and may not consolidate or join the claims of other persons who may have similar claims, and there shall be no authority for any Claim to be arbitrated on a class action basis.

Any class action relating to this Agreement or otherwise the Service and all the issues in such action, whether of fact or law, shall be resolved by judicial reference pursuant to the provisions of “Ontario Law.” The following shall apply to any such proceedings: (a) the proceeding shall be brought and held in Sudbury, Ontario, unless Cultural Industries Ontario North elects an alternative venue; (b) the referee shall be authorized to provide all remedies available in law or equity appropriate under the circumstances of the controversy, other than punitive damages; (c) the parties shall promptly and diligently cooperate with each other and the referee and perform such acts, as may be necessary for an expeditious resolution of the dispute; and (d) the decision of the referee shall be appealable as if rendered by the court.

19. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You, at the electronic mail address You provide during registration for the Service, and (b) if to Cultural Industries Ontario North, must be sent by certified mail to:

Cultural Industries Ontario North
40 Larch Street, Unit 103
Sudbury, ON
P3E 5M7

or by electronic mail to the appropriate Cultural Industries Ontario North e-mail indicated via the Contact page on www.cionorth.ca. There will be instances when Cultural Industries Ontario North shall specify that a particular notice, for it to be valid and acceptable, must be sent by certified mail.

Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

20. General. You shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Cultural Industries Ontario North. Any purported assignment, sale, transfer, delegation or other disposition by You, except as permitted herein, shall be null and void. Cultural Industries Ontario North shall be entitled to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its licenses, rights or obligations thereof. The relationship between Cultural Industries Ontario North and You is not one of a legal partnership relationship, but is one of independent contractors with respect to each other, and there is no affiliation to one another other than the use of the Service. The words "You" or "Your" shall also mean Your parent or legal guardian (if You are between the ages of 13 and 18), heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. Headings contained herein are for reference only and shall not be given any legal effect. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to insist upon or enforce performance or to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches or relinquishment of the first party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right, or remedy shall be and remain in full force and effect. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements, understandings or representations, made between You and us regarding the same subject matter (except other written, fully-executed contracts between You and us). Should legal action or arbitration arise concerning this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and related costs, in addition to any other relief which may be awarded by any court or other tribunal of competent jurisdiction. In the event of any contradiction between the terms of this Agreement and the terms of the Terms of Use or Privacy Policy, the terms and conditions of this Agreement shall prevail. The provisions of Sections 5 (Proprietary Rights), 6 (Confidentiality), 8 (Your Representations and Warranties), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 14 (Indemnity; Release), 17 (Applicable Laws), 18 (Dispute Resolution), 19 (Notices), 20 (General) shall survive any expiration or termination of this Agreement.

40 Larch Street, Suite 103, Sudbury, ON, P3E 5M7 | 705-885-9889 | info@cionorth.ca