Terms of Use

 

Terms of Use Menu

01. Acceptance of Terms of Use
02. Modification of Terms
03. Privacy Policy
04. Disclaimers
05. Registration
06. Contributor
07. Limitation of Liability
08. Third Party Content/Software
09. Copyright and Trademarks
10. Proprietary Rights in Web Site
11. U.S. Copyright Infringement Claims
12. Indemnification and Release
13. Shut-Down of Site
14. Music Skeleton Products
15. Safe Harbor' Statement under the Private Securities Litigation Reform Act of 1995
16. Dispute Resolution
17. Severability
18. No Waiver
19. Headings
20. License Content Articles
      Article 01 – Subject and Scope
      Article 02 – Certain General Provisions
      Article 03 – Offers
      Article 04 – Orders and Changes
      Article 05 – Delivery Deadline
      Article 06 – Prices and Delivery
      Article 07 – Use
      Article 08 – Rights to the intellectual property
      Article 09 – Music Rights
      Article 10 – Risks and Responsibility
      Article 11 – Force Majeure
      Article 12 – Payment Terms and Conditions
      Article 13 – Refund Policy
      Article 14 – Concluding Provisions




Terms of use
This website ("Web Site") is offered to you by Music Skeleton V.O.F., Laboratoriumstraat 3, 1059 BX, Amsterdam, The Netherlands.

The following Terms of Use govern your access and use of this Web Site. Also, specific terms and conditions may apply to specific content, data, or information contained on or available through this Web Site (the "Content") and to specific content, data, materials, or information you may upload, submit and/or publish to the Web Site (“User Content”) or transactions concluded through this Web Site. Such specific terms may be in addition to these Terms of Use or, where and then only to the extent expressly specified, may supersede these Terms of Use.

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1. Acceptance of Terms of Use


By accessing or using this Web Site you agree to be legally bound by the Terms of Use and all terms and conditions contained or referenced herein or any additional terms and conditions set forth on this Web Site. If you do NOT agree to all of these Terms of Use, you should NOT access or use this Web Site.

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2. Modification of Terms

These Terms of Use may be amended by Music Skeleton at any time. Such amended Terms of Use shall be effective upon posting. By continuing to access or use the Web Site after such posting, you will be deemed to have accepted such amendments. You are advised to regularly review any applicable terms and conditions. Other Music Skeleton web sites may have their own terms of use which apply to such web sites.

Music Skeleton reserves the right to discontinue or make changes or updates with respect to the Web Site or the Content of the Web Site at any time without notice. Music Skeleton reserves the right to restrict, refuse or terminate access of any person to the Web Site or any part thereof effective immediately without notice at any time and for any reason whatsoever at its sole discretion.

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3. Privacy Policy

Personal information provided or collected through or in connection with this Web Site shall only be used in accordance with Music Skeletons Privacy Policy and these Terms of Use are subject to the Privacy Policy as posted on this Web Site.

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4. Disclaimers

ALL CONTENT AND USER CONTENT (INCLUDING, WITHOUT LIMITATION, TEXT, IMAGES, GRAPHICS, LINKS, AND OTHER MATERIALS) ON THE WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE". MUSIC SKELETON AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEB SITE, THE CONTENT OR USER CONTENT. Neither Music Skeleton nor its subsidiaries, affiliates, partners, licensors and suppliers warrants or makes any representations that (1) the Web Site will meet your requirements, (2) the Web Site will be uninterrupted, timely, secure, or error free, or (3) the results that may be obtained from the use of the Web Site (including any information and materials on this Web Site) will be correct, complete, accurate, reliable, or otherwise meet your requirements.

This is a public web site. You should have no expectation of confidentiality with respect to any User Content you may submit on this Web Site. Do not submit confidential information here.

Music Skeleton and its subsidiaries, affiliates, partners, licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services and do not warrant that the Web Site or the services which make this Web Site available or electronic communications sent by Music Skeleton are free from viruses or any other harmful elements.

Any material downloaded or otherwise obtained through the use of this Web Site is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

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5. Registration

Accessing certain areas of the Web Site and using certain functions or features of the Web Site may require you to register as a contributor. This registration is free of charge.

When you register, you must choose a unique user name or "handle" and password and you must provide a unique, valid, current and verifiable e-mail address. Duplicate user names and e-mail addresses are not allowed, so if the name or address you enter is already in use, you will be prompted to choose another one. We will send you a confirmation e-mail with your registered information. In the event that delivery of such information fails for any reason, your access or use of areas, functions or features requiring such registration may be refused or terminated. You will promptly update your registration to keep it accurate and current. You are solely responsible for maintaining the confidentiality of your password. We reserve the right to change your username or delete your submitted content to the Web Site or refuse or cancel your registration if you choose a user name that, in our sole discretion, is obscene, indecent, abusive or otherwise improper. You are also solely responsible for restricting access to your computer(s). You agree to accept responsibility for all activities occurring under your account, user name, and/or password that are due to your conduct, inaction, or negligence. If you become aware of any suspicious or unauthorized conduct concerning your account, user name and/or password, you agree to contact us immediately. We may, at our own discretion, bar registration from any specific e-mail service or ISP.

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6. Contributor

By submitting any User Content to the Web Site, you agree that the material will be proper, constructive and relevant and will not contain any item that may be unlawful or otherwise unfit for publication, including but not limited to items that (1) may be defamatory or injurious to another person or entity, (2) may cause harm to any person or property or otherwise defame or harass any person or organization, (3) may violate any legal rights of any person (including right to privacy or publicity), (4) are pornographic, obscene, profane, vulgar, indecent, or threatening, (5) are culturally, ethnically, or otherwise objectionable, or (6) suggest or encourage any illegal activity.

You will use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material. You also shall not transmit chain letters, pyramid schemes, surveys and solicitations through the Web Site. You shall also not forge headers or manipulate identities or other data in order to disguise the origin of any Content and/or User Content transmitted through our Web Site or to manipulate your presence on the Web Site. You shall not interfere with or disrupt our sites, servers or networks or take any action that imposes an unreasonably or disproportionately large load on our infrastructure.

You affirm, represent and warrant that the User Content submitted to the Web Site does not infringe any proprietary right of another, such as but not limited to copyright, trademark or patent, or any confidentiality obligation.
You acknowledge and agree that any of your ideas, submissions or discussions or any other User Content provided by you within the Web Site that is not the subject of intellectual property right protection may be used by any other contributor without compensation or attribution.

You hereby grant to Music Skeleton, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicenseable and transferable license to use, reproduce, prepare derivative works of, distribute, publicly perform, publicly display, transmit and publish User Content provided by you, on this Web Site or any other Music Skeleton web site or in other Music Skeleton marketing or public relations materials in any and all media.

You shall be solely responsible for your own User Content and the consequences of posting submitting and/or publishing it. Music Skeleton may, but is not obligated to, review and monitor, before and/or after submitting User Content. However, you acknowledge that it is impossible for us to monitor or review all User Content. Without limitation, Music Skeleton, its subsidiaries, affiliates, partners, licensors and suppliers will not and cannot be held responsible for the accuracy, completeness, quality or validity of User Content posted by third parties on the Web Site.

Music Skeleton does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Music Skeleton expressly disclaims any and all liability in connection with User Content.

Music Skeleton has the sole right and ability to edit and/or remove messages or any other User Content which are objectionable, improper or otherwise in breach of these Terms of Use for any reason at any time without notice or consent and at its sole discretion. Any user who believes that submitted User Content is objectionable or improper is encouraged to contact Music Skeleton immediately by e-mail at client@musicskeleton.com. Upon receipt of such notification, we will make reasonable efforts to take such action as we deem necessary within a reasonable period of time. Since this is a manual process, you are advised that we may not be able to remove or edit particular User Content immediately.

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7. Limitation of Liability


IN NO EVENT SHALL MUSIC SKELETON OR ANY OF ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THIS WEB SITE, THE CONTENT OR THE USER CONTENT, EVEN IF MUSIC SKELETON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF MUSIC SKELETON.

If you live in a country or state that does not allow any of the foregoing exclusions or limitations of liability or any of the disclaimers of warranties in Section 4 above, such exclusions or limitations will not apply to you but only to the extent such exclusions or limitations are not allowed. In such case, such exclusions or limitations shall be limited to the extent required by applicable law.

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8. Third Party Content/Software

Music Skeleton is in no way responsible for the content of any site owned by a third party that may be linked to the Web Site via hyperlink, whether or not such hyperlink is provided by the Web Site or by a third party in accordance with the Terms of Use. Any link on our Web Site to another site is not an endorsement of such other site and no judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any site to which the Web Site may link, and we take no responsibility therefor.

Any software made available for downloading from or through this Web Site is licensed subject to the terms of any applicable license agreement. Except as set forth in the applicable license agreement, the software is made available for use by end users only and any further copying, reproduction or redistribution of the software is expressly prohibited. WARRANTIES, IF ANY, WITH RESPECT TO SUCH SOFTWARE SHALL ONLY APPLY AS EXPRESSLY SET FORTH IN THE APPLICABLE LICENSE AGREEMENT. MUSIC SKELETON HEREBY EXPRESSLY DISCLAIMS ALL FURTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE.

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9. Copyright and Trademarks


Copyright and all other proprietary rights in Content provided by Music Skeleton, its affiliates, subsidiaries and/or partners, the software to operate and publish the Web Site, the compilation of data on the Web Site, and the order, sequence and arrangement of this Web Site, all belong to Music Skeleton V.O.F. and / or its partners or licensors. All rights in the Content not expressly granted herein are reserved.

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10. Proprietary Rights in the Web Site


This Web Site is public by nature and any information submitted on it shall be deemed non-confidential. You acknowledge that any submitting of any inventions embodied in any User Content provided by you shall constitute a "publication" of such invention under applicable patent laws.

You acknowledge that any User Content submitted and/or discussed on the Web Site may be the subject of patents, copyrights, trademarks and other intellectual property rights of Music Skeleton, its subsidiaries, affiliates, partners or third parties. If you consider exploiting any ideas, proposals, suggestions, or solutions or other User Content submitted to the Web Site, you are responsible to undertake appropriate intellectual property clearance before engaging in any exploitative conduct.

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11. U.S. Copyright Infringement Claims

If you know or suspect that any of the materials on this Web Site (including but not limited to materials posted on the Forum) have been used or copied in a way that constitutes copyright infringement, please send notice to Music Skeletons designated agent identified below. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c)(3), your notice must comply with the following requirements:
• A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted;
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The designated agent for notice of copyright infringement claims may be reached as follows:

By Mail: Music Skeleton V.O.F.,
Pilotenstraat 6 G
1059 CJ
Amsterdam
The Netherlands
contact@musicskeleton.com

The preceding information is provided exclusively for notifying Music Skeleton that your copyrighted material may have been infringed. All other inquiries, such as product related questions and requests or concerns regarding improper postings and/content, will not receive a response through this process.

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12. Indemnification and Release

You agree to indemnify and hold harmless Music Skeleton, its subsidiaries, affiliates, partners and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and litigation costs) that arise out of the posting, content, or transmission of any message, data, material or any other User Content you submit on the Web Site or any violation of these Terms of Use by you. In the event of any complaint or legal action arising from any message, or any other User Content posted by you, Music Skeleton reserves the right to reveal your identity and any other information Music Skeleton may have about you.

If you have a dispute with one or more users, you release Music Skeleton, its subsidiaries, affiliates, partners and suppliers, and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

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13. Shut-Down of Site

We have the sole right to shut down the Web Site or any part thereof for any reason at any time without notice or consent. We will have no responsibility or liability for failure to store or delete any Content and/or User Content submitted to the Web Site.

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14. Music Skeleton Products

Music Skeleton provides information regarding products and third-party merchants, and links to third-party merchants that are selling listed products. Music Skeleton and its affiliates attempt to be as accurate as possible. However, Music Skeleton does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. The Web Site may contain references to specific Music Skeleton products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country. Please contact Music Skeleton for further information.

License prices indicated on the website are stated by Music Skeleton including VAT. The purchase of any products through this site will be subject to the additional terms of purchase, which appear on the relevant page. Please note these may be the terms of purchase of a third party if you have linked to their site.

Music Skeleton may provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. Music Skeleton does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

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15. Safe Harbor' Statement under the Private Securities Litigation Reform Act of 1995

The information on this website may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Music Skeleton and certain of the plans and objectives of Music Skeleton with respect to these items. We caution readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. Examples of forward-looking statements include the statements we have made about our strategy, estimates of sales growth, future EBITA and cost savings, future developments in our organic business as well as the benefit of future acquisitions, and our capital position. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. The forward looking statements are subject to, among other things, domestic and global economic and business conditions, the successful implementation of our strategy, our ability to identify and complete successful acquisitions and to integrate those acquisitions into our business, consumer preferences with respect to our existing and new products, our ability to develop and market new products, our ability to realize the benefits of this strategy , the policies and actions of governmental and regulatory authorities, changes in legislation, and the impact of competition – a number of which factors are beyond our control. As a result, our actual future results may differ materially from the plans, goals, and expectations set forth in such forward-looking statements. Additional risks and factors are identified in our documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) including in our most recent Annual Report on Form 20-F, which is available on the SEC’s website at www.sec.gov. Any forward-looking statements made by or on our behalf speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file with the SEC.

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16. Dispute Resolution

These Terms of Use shall be governed by and construed in accordance with the laws of the state of The Netherlands. You agree to the non-exclusive jurisdiction of the courts in Amsterdam, The Netherlands for any disputes, claim or cause of action arising out of, or relating to or in connection with these Terms of Use or your use of this Web Site, including any disputes relating to the existence or validity of these Terms of Use, provided that you agree to submit any such disputes, claims or causes of action exclusively to the courts of Amsterdam, The Netherlands.

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17. Severability

If any provision of these Terms of Use is held to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced.

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18. No Waiver

No failure on the part of Music Skeleton to enforce any part of these Terms of Use shall constitute a waiver of any of Music Skeletons rights under these Terms of Use, whether for past or future actions on the part of any person. Neither the receipt of any funds by Music Skeleton nor the reliance of any person on Music Skeletons actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorized representative of Music Skeleton shall have any legal effect whatsoever.

"THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH THEY ARE PARTIES AS TO ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT."

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19. Headings

The headings of the sections of the Terms of Use are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms of Use.

Thank you for using Music Skeleton.

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20. License Content Articles


1. Music Skeleton VOF (a subsidiary joint venture), domiciled according to its charter at Amsterdam, represented by its authorized representatives,
-- hereinafter, “Music Skeleton”;

2. Any party or person, licensing products from the Music Skeleton website,
-- hereinafter, “Customer”;

Whereas:

A. The Customer desires the right to use the works identified hereinbelow;
B. Music Skeleton as owner of and holder of the rights to the works identified hereinbelow is prepared and authorized to grant rights to use the work to licensees, under the terms and conditions set forth in the present Agreement;

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Article 1 – SUBJECT AND SCOPE:
1.1. Music Skeleton holds the rights to license all works offered by Music Skeleton.
1.2. Music Skeleton grants to the Customer during a specified period, exclusive or non-exclusive rights to the works offered by Music Skeleton, in all countries and via different media, based on Customers entries in the Music Skeleton calculator.
1.3. The license period begins after confirming an order in the Checkout-page and ends automatically after the period entered in the Music Skeleton calculator.
1.4. For a License from Music Skeleton to the Customer, Music Skeleton will receive compensation of a lump sum. The sum can be calculated per track in the Music Skeleton calculator. This sum is payable in advance by the payment module on the website www.musicskeleton.com, or by bank transfer (for payment data, see www.musicskeleton.com/licenses/payments).
1.5. A License becomes effective when the total invoiced amount is paid. All payments which are mentioned in a present Agreement and for which a value-added tax (VAT) is payable are stated inclusive of a 19% VAT.
1.6. Any other form of exploitation of the works of Music Skeleton is expressly prohibited, unless and until the Customer concludes a relevant further agreement with Music Skeleton.
1.7. Music Skeleton is not transferring to the Customer any of the rights (in the nature of ownership) set forth in the Copyright Act, the Statute Concerning Associated Rights, or the Statute Concerning Lease and Rental Rights.
1.8. In the event of breach by a third party of a right specified in the License Agreement, Music Skeleton grants the Customer permission, in Customer's discretion, to take legal action if necessary, in the name of Music Skeleton. Client shall bear the costs of such action.
1.9. Customer is prohibited from transferring, in whole or in part, rights or obligations arising from the License Agreement to third parties, without prior written permission from Music Skeleton. If Music Skeleton gives permission for a complete or partial transfer or sublicensing to third parties, the Customer shall remain liable to Music Skeleton for the fulfillment of the obligations arising from the License Agreement.
1.10. In all cases of termination of the present Agreement, regardless of the reason (including but not limited to expiration), the provisions relating to and necessary to fulfillment will remain in force, including payment of any amounts due.
1.11. The present Agreement will be terminated by its terms, extrajudicially, if the payment of the amount due does not occur within the time period and in the manner specified in Section 1.4; and the right of Music Skeleton to seek damages shall not be diminished in that eventuality.
1.12. By a petition submitted in writing (e.g. by e-mail) at least 1 month prior to expiration, the licensee may be able to extend the fixed period of the license; any positive response of Music Skeleton will also be delivered in writing (e.g. by e-mail) (in this connection, see www.musicskeleton.com/licenses/licenses).

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Article 2 – CERTAIN GENERAL PROVISIONS:
2.1. These general provisions apply to all agreements between Music Skeleton and the Customer, unless Music Skeleton expressly waives them in writing or expressly accepts amended provisions in writing. Any such waiver or acceptance is applicable only to agreements to which it specifically refers, and must be newly accepted by Music Skeleton for each agreement. The same requirement of specificity applies to further waivers or amendments of these provisions.
2.2. An agreement may be amended only by a supplemental agreement subscribed by both parties.
2.3. In the event of a conflict between any uniform purchasing conditions of the Customer and the present provisions, the latter shall prevail.
2.4. Any terms which the Customer may assert which conflict with the present provisions are invalid unless accepted in writing by Music Skeleton as part of the agreement.

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Article 3 – OFFERS:
3.1. Any offers made by Music Skeleton are mutually independent, and, unless established otherwise by arrival at a firm agreement, may at any time be canceled or withdrawn, without subjecting Music Skeleton to any form of liability.
3.2. Excess amounts up to 10% over the offer amount are accepted by the Customer, as a risk of the estimation process, and advance notice of such excess amounts is not required.
3.3. Excess amounts over the estimate due to purchasing conditions of suppliers or other third parties engaged by Music Skeleton do not constitute excess amounts for legal purposes (such as would void a contract), because the provisions are deemed to be acknowledged by the Customer as part of the agreement, particularly if items are not quoted individually in an offer.

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Article 4 – ORDERS AND CHANGES:
4.1. An order is deemed accepted by Music Skeleton if a written order confirmation is received by the Customer which demonstrably has been sent by Music Skeleton, and/or if Music Skeleton has started fulfillment in consequence of discussions or statements of or on behalf of the Customer upon which Music Skeleton reasonably could have and ought to have relied.
4.2. Changes in an order after submission must be delivered to Music Skeleton in writing. When the changes are confirmed verbally, the fulfillment of the requested changes is chargeable to the Customer.
4.3. Any increased or decreased costs resulting from an order change are in principle debitable/creditable to the Customer.
4.4. An order change can have the result that the agreed delivery deadline will be exceeded, without chargeable fault of Music Skeleton. Unless otherwise agreed in writing, the delivery deadline will be extended indefinitely. All costs and damages connected with this extension shall be borne by the Customer.
4.5. Without the consent of the Customer, Music Skeleton is at all times entitled to subcontract the order or parts thereof, or to cause third parties to fulfill it.
4.6. In the event of an order which is not exactly described in the agreement or in the order statement, Music Skeleton shall have the right to fulfill the order to any extent through its own creative notions and understanding.
4.7. The Customer will undertake to provide all information and reference materials which Music Skeleton reasonably deems necessary for adequate fulfillment of the order; this information and materials should be provided in the desired form and at the desired time. The Customer shall also provide any other necessary cooperation in fulfilling the order. At any time at which the Customer is deficient in complying with any described obligation, Music Skeleton shall have the right to suspend the fulfillment of an order, until the Customer comes to be in full compliance. All costs and damages occasioned by such suspension shall be borne by the Customer.
4.8. Music Skeleton is entitled to perform additional work billable to the Customer, without advance approval from the Customer, if such additional work in the opinion of Music Skeleton is necessary for the fulfillment of the order in accordance with its (Music Skeleton's) quality standards.

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Article 5 – DELIVERY DEADLINE:
5.1. Delivery deadlines stated in offers, agreements, and order statements are valid only as estimates and are not binding upon Music Skeleton unless agreed to expressly as binding, in writing.
5.2. Music Skeleton does not in any way provide a guarantee of timely delivery, and in the event of a missed deadline the Customer shall not have a right to compensation, cancellation of the Agreement, or repudiation of any obligation toward Music Skeleton.

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Article 6 – PRICES AND DELIVERY:
6.1. All prices are in Euros exclusive of VAT, and exclusive of any expediting, shipping, and postage costs, unless expressly stated otherwise.
6.2. Music Skeleton is entitled to amended offers and order statements; such changes will be reflected in subsequent offers to the Customer.
6.3. Music Skeleton is entitled to amend incorrect prices, due to calculation errors, stated in offers, order statements, and agreements; such changes will be reflected in invoices to the Customer.
6.4. Music Skeleton is at all times entitled, if deemed necessary, to send intermediate invoices -- unless expressly agreed otherwise.
6.5. Music Skeleton has the right to suspend or terminate its work if the Customer does not make the payments due, within the payment deadline stated on the invoice.
6.6. If within 5 days after sending of the work the Customer has not raised an objection, in writing, the Customer will be deemed to have formally accepted the items delivered.

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Article 7 – USE:
7.1. The use by the Customer is limited to the purposes, territory, period, frequency, and media, as agreed between the parties. If the parties have not arrived at an agreement over the terms of use, the right to use is deemed by default to be one-time use. Prior written consent of Music Skeleton is required in order to authorize any additional use.
7.2. In the event Music Skeleton determines that there has been unauthorized use for whatever reason (and even by third parties), Music Skeleton has the right to demand all of the resulting damages and expenses (including costs of legal proceedings and legal assistance and advice) from the Customer.

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Article 8 – RIGHTS TO INTELLECTUAL PROPERTY:

8.1. The ownership of the work delivered to the Customer (and the recordings relating to the order, in electronic form or otherwise), and all relevant intellectual property rights thereto, are retained by Music Skeleton.
8.2. If it is agreed contractually that the ownership of the work to be delivered shall pass to the Customer, nonetheless the right to the use of the work delivered to the Customer is not transferred unless and until the Customer satisfies Customer's obligations toward Music Skeleton.
8.3. The Customer is prohibited from transferring any ownership interest in work delivered by Music Skeleton to a third party, or hypothecating such an interest, or transferring a right of use or rental, or in any other manner making the work available to a third party or alienating the work or any right respecting it in favor of some right of a third party, unless expressly authorized to do so in a transfer of ownership pursuant to Sec. 8.2 and unless the transferor has satisfied all his/its obligations of any types toward Music Skeleton.
8.4. If a task is assigned to Music Skeleton which involves publication or reproduction of objects protected by the Copyright Act or any other provision of law or regulation concerning intellectual property, which objects are made available through or on behalf of the Customer, the Customer declares that Customer will not invoke any legal provision or purported protected right of a third party, and Customer protectively releases Music Skeleton from any claims of third parties for resulting damages, direct or indirect, financial or otherwise, arising from the publication or reproduction.
8.5. Unless expressly agreed otherwise in writing, upon each use of the work delivered to or made available to Customer, or each use of a derivation of such work, the Customer shall recite the name of Music Skeleton, in a manner prescribed by a written agreement thereconcerning. The Customer shall also impose this requirement on third parties.
8.6. The Customer is prohibited from modifying the delivered work, without the prior written consent of Music Skeleton. Cutdowns of delivered work are permitted.
8.7. Music Skeleton is entitled to use the delivered work at all times, in all manners, worldwide, despite any transfer of the ownership of or copyright rights to the work which may have occurred, or any acquisition by the Customer of supposed "exclusive" rights to the use of the work delivered to the Customer; and Music Skeleton is further entitled to engage in publicity and promotion for Music Skeleton's benefit respecting the work. In any event, Music Skeleton is entitled, under its own auspices or through agents, to publicize and/or reproduce the work, in catalogs, expositions, websites, CD-ROMs, DVDs, brochures, folders, posters, festivals, TV, etc.

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Article 9 – MUSIC RIGHTS:

9.1. If the Customer has provided Music Skeleton with embodiments of performances of musical works or other audio compilations with the request to make use of these embodiments, the Customer guarantees that Customer has obtained the necessary copyright and associated authorizations of the holders of the rights relating thereto. The ordering party (Customer) is responsible for all payments for such authorizations.
9.2. The ordering party (Customer) represents that all necessary rights of performance and/or reproduction in connection with any publication and/or reproduction or audio and/or audio-visual reproductions connected with the order have the authorization of the holders of the rights or their representatives (e.g. in particular copyright collector Buma/Stemra (B/S)), and the ordering party protectively releases Music Skeleton from any and all related liability toward third parties.
9.3. The ordering party (Customer) expressly protectively releases Music Skeleton from all claims of third parties (including but not limited to artists, performers, producers, and collective rights organizations) asserted or to be asserted against Music Skeleton in consequence of Music Skeleton's exercising of the rights made available (or to be made available) to Music Skeleton in connection with the order.
9.4. The ordering party (Customer) will indemnify Music Skeleton for all damages, expenses (e.g. costs of legal proceedings and costs of legal assistance and advice), plus interest, which Music Skeleton may incur as a result of claims of third parties as described in Sec. 9.3.
9.5. The order does not include any obligation to research or inquire into the possible existence of intellectual property rights of third parties in materials provided by or under the auspices of the ordering party (Customer) in connection with the order.
9.6. If the work reproduced by Music Skeleton includes any works (e.g. musical works) protected by copyright, these rights attach, and any income from the publication and/or reproduction of the works accrues, to the exclusion of any other person other than Music Skeleton.

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Article 10 – RISKS AND RESPONSIBILITY:
10.1. If and to the extent that any liability of any kind attaches to Music Skeleton, this liability shall be at all times limited to an amount which does not exceed the invoiced amount, it being understood that in no event can Music Skeleton be responsible for amounts which exceed the coverage of the liability insurance carried by Music Skeleton.
10.2. Any responsibility for activities respecting the Customer which activities Music Skeleton has transferred to a third party is limited to responsibility for which Music Skeleton has not received a protective release from the third party.
10.3. The Customer protectively releases Music Skeleton from all claims of third parties for damages relating to the accuracy, the factual content, and the use, of work reproduced upon order of the Customer, and of other materials provided to or by Music Skeleton.
10.4. If the Customer fails to formally accept work sent to Customer by Music Skeleton, or if for any reason not chargeable to willfulness on the part of Music Skeleton the work is not purchased, this is a risk to be borne by the Customer. At that point, Music Skeleton is entitled to (at the expense and risk of the Customer) repossess and dispose of (or cause repossession and disposal of) the work, and to demand payment as if the work had been delivered and accepted.
10.5. If a deficiency is found relating to delivered goods and/or services, and it is determined that Music Skeleton was responsible, Music Skeleton shall have the choice of paying compensation not to exceed the value of the invoice, or replacing the delivered items at no additional cost (following return of the originally delivered items). Music Skeleton shall not be liable for any further compensation or damages. The Customer waives the right to cancel the agreement on grounds of malperformance or breach of contract.

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Article 11 – FORCE MAJEURE:

11.1. In the event that Music Skeleton is completely or partially prevented from carrying out the contractual activities, Music Skeleton shall have the right to extrajudicially interrupt the contractual performance or to declare the contract to be completely or partially canceled, at Music Skeleton's choice, without being held to any compensation for damages or warranty liability. In the event that it is impossible for Music Skeleton to fulfill its obligations, the Customer is nonetheless obligated to reimburse Music Skeleton for expenses already incurred.
11.2. The term "force majeure" shall be deemed to include the following: strike or labor unrest, prohibition (by government), fire, machinery failure and other business interruptions affecting Music Skeleton or its suppliers of goods and services, shipping interruptions and other occurrences beyond Music Skeleton's control, war, blockade, riot or civil commotion, epidemic, devaluation, flood or storm, sudden increase of customs duties and excises and/or taxes, delay or failure of deliveries by suppliers, and failure to receive necessary licenses, permits, or other necessary regulatory approvals.

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Article 12 – PAYMENT TERMS AND CONDITIONS:
12.1. Unless agreed otherwise in writing, payments specified in invoices sent to the Customer, or in periodic payment agreements, must be made by the deadline set forth in the invoice (e.g. in terms of days after receipt of the invoice). Any arrears, whether or not protested in a formal notice of breach, will place Customer in breach of contract.
12.2. Any failure to fully comply with a payment obligation under the agreement or the "general terms and conditions" will vitiate any rights which have been transferred by Music Skeleton to the Customer, and these will revert to Music Skeleton. Accordingly, the Customer will then not have the right to use the delivered work.
12.3. In the event of failure of timely payment, starting with the due date as recited in Sec. 1 of this Article, the Customer shall be liable for a carrying charge at the rate set forth in Art. 6:119a of the Civil Code. Also, any other expenses, such as collection costs (in accordance with the guidelines of the Netherlands Association of Attorneys), other extrajudicial costs, and attorney fees, shall be chargeable to the Customer. In addition, Music Skeleton has the right to default damages of 15% of the total of these expenses.
12.4. In the event of failure of timely payment by the Customer, Music Skeleton has the right of retention (lien) concerning all items, including but not limited to reference materials, which have been made available to Music Skeleton by the Customer, until Customer's obligations toward Music Skeleton have been met.
12.5. The Customer waives any purported right to discounts or deferments concerning any payments.
12.6. Music Skeleton shall be entitled to terminate the agreement effective immediately if the Customer enters a state of bankruptcy or suspension of payments to creditors. If at that time the Customer has not fulfilled all of Customer's obligations toward Music Skeleton, any transfers of intellectual property shall automatically revert to Music Skeleton, without any further procedure, action, or documentation.

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Article 13 – REFUND POLICY:
13.1 The audio available for purchase on our web site is downloadable in high resolution 16 bit 48Kzh Wav format after succesfull payment. By fullfilling the payment, customer has agreed with the terms. All audio products on our website, downloadable in the License History are unsealed creative products, and therefore non-refundable. (Dutch Book of Law No 7 add 46d)
13.2 Acceptance of this Refund Policy
It is your responsibility to familiarize yourself with this refund policy. By placing an order for any of our products, you indicate that you have read this refund policy and that you agree with and fully accept the terms of this refund policy.
If you do not agree with or fully accept the terms of this refund policy, we ask that you do not place an order with us.
Please send any questions regarding our refund policy to clients@musicskeleton.com

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Article 14 – CONCLUDING PROVISIONS:
14.1 Netherlands law shall exclusively apply to this agreement and all agreements stemming from it or its provisions.
14.2 The "United Nations Convention on the International Sale of Goods" is expressly not applicable.
14.3 The exclusive venue is in the Local Court (Rechtbank) at Amsterdam.

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