MUSIC Group Online Store
Terms and Conditions
1. Acceptance of the terms
These Terms and Conditions ("Terms") govern your use of the MUSIC Group Online Store ("Online Store"), any content or documents that MUSIC Group may make available through the Online Store ("Contents" or "Materials"), and any services that MUSIC Group may provide through the Online Store ("Services").
By browsing, accessing, or using the Online Store, you indicate that you have read, understand and agree to the Terms contained herein. If you do not agree to these Terms, you are not authorized to use the Online Store. Your violation of any of the Terms automatically terminates your authorization to use the Online Store.
MUSIC Group reserves the right to change these Terms as it sees fit, and your registration, creation of an account, and continued use of the Online Store will signify your acceptance of any changes to the Terms. You are, therefore, advised to read the Terms on a regular basis.
These Terms and the information contained in the Online Store do not modify, supersede or override the terms and conditions in any written distributor or reseller agreement ("Distributor Agreement"), or other contracts entered into by you and any MUSIC Group entity. In case of any conflict arising between these Terms and the Distributor Agreement or any other written agreement or contract between you and MUSIC Group, the latter shall control and prevail.
2. Authorized user
You may access and use the Online Store only if you are an authorized distributor or reseller of MUSIC Group Products ("Distributor/Reseller"). As a Distributor/Reseller, you certify that you have signed the Distributor Agreement and are responsible for the compliance with these Terms by the individual users you have authorized to use the Online Store, such as your employees or agents.
The Online Store must be accessed through the Internet using your own IT infrastructure and at your own expense.
To be able to access and use the Online Store, you must first register online by providing your official e-mail address. Once your e-mail address has been verified, MUSIC Group shall send you a confirmation and provide you with a MUSIC Group ID, after which you may proceed to complete the registration procedure. You will be required to provide your own password, which you are strongly advised to change from time to time.
You are responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify MUSIC Group immediately of any unauthorized use of your account or any other breach of security. MUSIC Group will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by MUSIC Group or another party due to someone else's use of your account and/or password.
You may not use anyone else's account without the permission of the account holder. MUSIC Group reserves the right to terminate your access to the Online Store should you attempt to gain unauthorized access to other accounts, or assist others in doing so.
4. MUSIC Group products / Orders
The Online Store allows you to place orders for MUSIC Group Products in accordance with your Distributor Agreement ("Orders"). MUSIC Group's obligations, if any, with regard to its Products are governed solely by the agreements pursuant to which they are provided, and nothing on the Online Store should be construed to alter such agreements.
Once MUSIC GROUP receives your Order, you shall receive an order confirmation. However, this does not signify MUSIC Group's acceptance of your Order, nor does it constitute confirmation of our offer to sell. At any time after receipt of your Order, we may accept, decline, or place quantity or other limits on your Order for any reason. MUSIC Group only concludes the contract of sale for Product(s) ordered when MUSIC Group ships said Product(s) to you.
MUSIC Group may accept or reject any Order, in whole or in part, at its sole discretion. MUSIC Group will inform you of any rejection of an Order within a reasonable time after such rejection. However, failure to send a rejection does not mean that MUSIC Group has accepted the order.
MUSIC Group reserves the right to make changes to any Products and Services offered on the Online Store, or to the applicable prices for any such Products or Services, at any time, without notice. The information and materials on the Online Store with respect to Products and Services may be out of date, and MUSIC Group makes no commitment to update said materials and information.
You may have the option of placing Orders for Products that are on hand, or Pre-Orders for Products to be delivered at a later date. However, all Orders are subject to Product availability and MUSIC Group cannot guarantee that it will be able to fulfil your Order(s). In the event that MUSIC Group cancels an Order or part of an Order that it has already charged you for, you will be refunded the full amount of the cancelled portion of the Order.
Any time stated for delivery by MUSIC Group is an estimate only and shall not form part of any contract. No delivery dates are guaranteed. Any failure by MUSIC Group to deliver the Product(s) by such time shall not be a breach or repudiation, and MUSIC Group shall not be liable for any loss, damage, or penalty suffered by the Purchaser as a result of such failure.
In the event of any conflict between the terms of an Order and the terms of any existing written contract or Distributor Agreement between you and MUSIC Group, the terms of the latter shall prevail.
You may not cancel or modify any Order which has been accepted by MUSIC Group unless specifically permitted to do so by MUSIC Group in writing.
5. Assumption of risk / Disclaimer of warranty / Limitation on liability
By using the Online Store, you assume all risks associated with the use of the Online Store. This risk includes but is not limited to any risk to your computer, software or data being damaged by any virus, software, or other file which might be transmitted or activated via the Online Store or your access to it.
You also assume any and all risk arising out of the use of the Online Store, whether based on contract, tort, strict liability, or otherwise, even in the event that MUSIC Group and/or any of its employees, affiliates, or agents have been advised of the possibility of damages of any sort.
Under no circumstances shall MUSIC Group, any of its affiliates, or any of their respective directors, officers, employees or agents, be liable for any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to lost profits or business interruption, arising out of or in any way connected to the use or misuse of the Online Store, any information, documents, software, services or other materials obtained through the Online Store, or any Product or Services sold, advertised or provided on the Online Store.
Although MUSIC Group has made reasonable efforts to ensure the integrity and accuracy of the information contained in the Online Store, it shall not be responsible for any misprints, inaccuracies, typographical or other errors that appear therein. MUSIC Group makes no warranties or representations of any kind regarding the quality, content, completeness, suitability, adequacy, sequence, or timeliness of the content found on the Online Store.
The only warranties, if any, made by MUSIC Group with respect to Products purchased by you, whether through the Online Store or otherwise, are contained in the Distributor Agreement or other written agreement(s) between you and MUSIC Group applicable to such Product, except for any such warranties MUSIC Group furnishes all Products and Services sold or provided on the Online Store on an "as is" basis, without any express or implied warranties of merchantability and fitness for a particular purpose.
MUSIC Group reserves the right to deny or refuse anyone access or registration to the Online Store for any reason and at any time. It may exercise this right, in particular, under the following circumstances, among others:
- When the Distributor/Reseller's creditworthiness has been called into question.
- When a Distributor/Reseller has failed to fulfill any of its obligations under the Distributor Agreement.
- When such refusal is necessary for the security of MUSIC Group, another Distributor/Reseller or the general public.
7. Prohibited uses of the online store
- Entering information or data other than what is required for the intended purpose of the Online Store.
- Providing incorrect or false information on or through the Online Store.
- Placing Orders on behalf of third parties.
- Violating any laws, ordinances, government regulations or other policies that govern the activities and transactions conducted on and through the Online Store.
- Allowing unauthorized third parties to use your account to gain access to the Online Store.
- Disclosing prices, data, and other information obtained from or through the Online Store to third parties without the express written consent of MUSIC Group.
In case of prohibited or improper use, MUSIC Group expressly reserves the right to assert claims for compensation, reimbursement or damages.
8. Service interruption / Discontinuation of operation
MUSIC Group reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Online Store, or any portion of the Online Store, for any reason (2) to modify or change the Online Store, or any portion of the Store, and any applicable policies or terms and (3) to interrupt the operation of the Online Store, or any portion of the Online Store, as necessary to perform routine or non-routine maintenance, system upgrades, or other changes.
You agree to defend, indemnify and hold harmless MUSIC Group, its officers, employees, affiliates, partners, subsidiaries, agents, as well as third parties and, subsidiaries, agents, as well as third parties and service providers acting on MUSIC Group's behalf from and against any and all claims, actions, losses, demands, liability, costs and expenses (including, without limitation, reasonable legal and accounting fees), arising from:
- Your use of this Online Store.
- Your breach of these Terms as posted and as modified from time to time.
- Any information submitted, posted, or otherwise provided by you through this Online Store.
- Any dispute or litigation between an Indemnified Party and a third party caused by your actions and
- Your negligence or violation of any rights of another, based on your use of this Online Store or its Content.
The foregoing indemnification obligation shall survive the termination of these Terms and of the Online Store.
10. Governing law and jurisdiction
These Terms will be governed by and construed in accordance with the laws of the Philippines, without regard to principles of conflict of laws.
Except as set forth below, and unless otherwise stipulated in a Distributor Agreement or any other separate written agreement between you and MUSIC Group, any dispute or claim relating in any way to your use of the Online Store, or to any Products sold or distributed by MUSIC Group through the Online Store, shall be under the exclusive jurisdiction of the courts in Makati, Philippines provided, however, that MUSIC Group, in its sole discretion, may require that said disputes shall be submitted to the Philippine Dispute Resolution Center Inc. ("PDRCI"). Any such dispute shall be settled under the Rules of Arbitration of the PDRCI by one (1) arbitrator appointed in accordance with said Rules. You agree to waive any rights in civil or common law to object to MUSIC Group's sole right to designate arbitration as a means of alternative dispute resolution.
Should MUSIC Group elect to resolve such dispute by arbitration, the place of arbitration shall be the Philippines and the law applicable to the arbitration procedure shall be determined by the laws of the Philippines. The award of the arbitrator shall be final and binding and not subject to review by any court.
You agree that you will file any dispute you have with MUSIC Group within one (1) year of the time that such claim arises and that any disputes raised by you later are forever barred. You agree that you waive any entitlement, at law or equity, to a longer period to raise such disputes.
11. Miscellaneous provisions
Failure of MUSIC Group to enforce any of the provisions set out in these Terms, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms or any part thereof, or right thereafter to enforce each and every provision. If any provision or part thereof, including this dispute provision is determined by a court or arbitrator to be inapplicable or invalid, you agree that the remainder shall still be given full force and effect so as to retain the maximum application of the intent of the provision.
When you visit the Online Store, place Orders or send messages to MUSIC Group through the Online Store, you are communicating with MUSIC Group electronically. MUSIC Group may respond to you by e-mail or by posting notices on the Online Store. You agree that all such notices, disclosures and other communications that MUSIC Group provides to you electronically, including through the Online Store, satisfy any legal requirement that such communications be in writing.
12. Privacy and protection of personal information
You will be asked for your personal information when you register or create an account with the Online Store. You must complete the registration process by providing MUSIC Group with complete and accurate information as prompted by the registration form.
Furthermore, by using the Online Store, you acknowledge and agree that transmissions and transactions over the Internet are never completely private and secure. You understand that any message or information you send to or through the Online Store may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
These Terms shall not be deemed to modify or supersede any confidentiality obligations undertaken by you or by MUSIC Group pursuant to a Distributor Agreement or any other separate written agreement, and such confidentiality shall, as applicable, remain in effect with respect to any information or material that you submit to the Online Store or that MUSIC Group makes available to you through the Online Store.
Except as otherwise expressly provided herein or in a separate written agreement between you and MUSIC Group, or as otherwise required by applicable law, any communication or material you send, upload or transmit to or through the Online Store is and will be treated as non-confidential and non-proprietary and may be used by MUSIC Group and its related entities for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting.
Copyright © 2016 MUSIC Group IP Ltd. All rights reserved.