These terms and conditions outline the rules and regulations for the use of MakeMi Sound LLC's Website.
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use MakeMi Sound LLC's website if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. "The Company", “Ourselves”, “We”, “Our” and "Us", refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. “Elements” refers to any or all digital media or information provided to The Company by the client. “Methods” or “Materials” refers to any or all digital media, techniques, or information provided by The Company to the Client. “Deliverables” or “Final Product” refers to the completed end product to be returned to the Client after final payment is completed. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of United States. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, MakeMi Sound LLC and/or its licensors own the intellectual property rights for all material on MakeMi Sound LLC All intellectual property rights are reserved. You may view and/or print pages from http://makemisound.com for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Republish material from http://makemisound.com
- Sell, rent or sub-license material from http://makemisound.com
- Reproduce, duplicate or copy material from http://makemisound.com
Redistribute content from MakeMi Sound LLC (unless content is specifically made for redistribution).
3. HYPERLINKING TO OUR CONTENT
The following organizations may link to our Web site without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and
- Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
- These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
- We may consider and approve in our sole discretion other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union;
- dot.com community sites;
- associations or other groups representing charities, including charity giving sites,
- online directory distributors;
- internet portals;
- accounting, law and consulting firms whose primary clients are businesses; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of MakeMi Sound LLC; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party's site.
If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to firstname.lastname@example.org. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Web site as follows:
By use of our corporate name; or
- By use of the uniform resource locator (Web address) being linked to; or
- By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party's site.
No use of (cname)’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
5. CONTENT LIABILITY
We shall have no responsibility or liability for any content appearing on your Website. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
6. RESERVATION OF RIGHTS
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
7. REMOVAL OF LINKS FROM OUR WEBSITE
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
limit or exclude our or your liability for death or personal injury resulting from negligence;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
All orders shall be placed using the online order procedure and such order shall be binding on The Company only if The Company accepts such order. The Client is to pay a 50% deposit at the time of order creation. The Company may accept verbal orders at its discretion. Each order will create a separate contract governed by these Terms, irrespective of any other terms that the Client may include in its purchase order. The Company may, in its sole discretion, select the type and quality of Materials and Methods to be used for services.
10. CLIENT OBLIGATIONS.
Client represents and warrants that (i) it is the sole owner of, or has the right to possess, use and direct The Company to use, all Elements and its use does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity, (ii) it has made a security (or second) copy of the Elements and any master copy, (iii) as long as Client is indebted to the The Company, Client shall not to pledge, hypothecate, assign or otherwise encumber Elements without the prior written consent of The Company, and (iv) Elements shall be suitable for use by the usual methods employed by The Company in its operations. Client shall indemnify, hold harmless and defend The Company from any and all liability, claims, losses, damages and expenses, including without limitation, reasonable attorney's fees, arising out of or in connection with (i) the publication, processing, use, distribution, contents or exhibition of Elements, Methods, Materials, and Deliverables, including and without limitation, any liability for libel, slander, defamation, invasion of right to privacy, misappropriation, or infringement of patent, copyright, trademark, or other proprietary right, (ii) any act or omission of Client, including the breach of Client's representation or warranty contained herein, or (iii) any property damage or injury caused by Client's agents or employees at The Company. The Company will have the right to retain separate counsel at Client's expense. Client shall pay for repairs to all equipment that was damaged at The Company as a result of Client's negligence. Payment for said repairs is due upon presentation of repair bill and both parties agree that the Elements, Materials, and Deliverables will not be released until the subject repair bill is paid in full. Receiving the content/material referenced therein constitutes Client's acceptance of these conditions and any liability arising from the unintentional or intentional misuse of copyrighted or confidential information.
A. Rates; Quotations. Work will be done at The Company's rate card current at the date an order is received from Client, unless The Company has submitted alternative rates to Client in a written quotation, which shall be valid for thirty (30) days from the date of submission. Oral quotations are provided as an estimate only and shall not constitute a binding contract. All prices are subject to any applicable taxes. Rate cards are subject to change without notice.
B. Foreign Clients. All work for non-U.S. Clients will be accepted on a U.S. currency basis only. Client shall pay any costs associated with payment by non-U.S. Clients.
C. Deposit. A 50% deposit is to be paid upfront by the Client in order to create an order. This amount is fully refundable within 48 hours of order creation. Thereafter, it shall be at The Company’s discretion what percentage is to be refunded based on services rendered and amount of time elapsed since order creation.
D. Cancellation Fees. If Client cancels services or products, Client shall pay for services rendered, or products ordered or produced, prior to cancellation. Client shall pay any cancellation charges (up to 100% of the estimated costs for the project) that may apply, based on percentage of work completed as determined by The Company.
D. Terms of Payment. All work shall be accepted based on a 50% upfront deposit. Final Deliverables and/or any Elements and Materials related to the project will not be released to the Client until completion of final payment, including any adjustments based on: changes of services, length of project, Client requests, or any other reason at the sole discretion of The Company. Client may not deduct from any payment due to The Company in respect of any set-off or counterclaim. Any communications written or oral regarding any dispute and/or payments relative to any invoice or account which is the subject of any dispute must be sent within ten (10) days from the date of such invoice to email@example.com. Client will also pay The Company's costs of collection including but not limited to, reasonable attorney's fees.
E. Possession. The Company may retain possession of any Deliverables until The Company has received payment in cleared funds for the services. Until such payment has been made, legal title to all Deliverables shall remain with The Company (notwithstanding delivery or the passing of risk to Client), the license granted to Client in Section 19 below shall not take effect; and The Company may repossess any Deliverables in order to effect such payment, and Client grants The Company an irrevocable license to entire Client's premises to effect such repossession.
12. RIGHT TO REFUSE PERFORMANCE. The Company may, without liability, refuse or cease to perform services if The Company, in its sole discretion: (a) deems an Element to be unlawful, infringing, pornographic or degrading or otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices; (b) The Company might subject itself to criminal or civil proceedings or to liability of any kind; (c) finds that Elements are not of the necessary technical standard to enable The Company to perform its work; (d) deems that Client is in material breach of any of these Terms; or (e) deems that Client is unable to pay its debts.
13. LIMITATION OF LIABILITY.
A. Generally. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) The Company GIVES NO WARRANTY EXPRESS OR IMPLIED AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, TITLE, NON-INFRINGEMENT, QUALITY OR OTHERWISE WITH RESPECT TO THE DEVELOPMENT, PRINTING, DUBBING, TRANSFERRING, AND PROCESSING OF THE ELEMENT OR ANY OTHER LABORATORY SERVICES PROVIDED BY The Company; AND (B) The Company MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY FOR THE CHARACTER OR QUALITY OF THE MATERIAL, FILM PROCESSING, DUBBING, LOSS OF QUALITY ATTRIBUTABLE ANY PROCESS CARRIED OUT DURING THE PERFORMANCE OF SERVICES, OR SERVICES PROVIDED BY IT HEREUNDER.
B. Limitations of Responsibilities of The Company. It is understood and agreed that The Company is not an insurer and that payments made for service provided by The Company are based solely on the value of such services. The Elements, Materials, and Deliverables are received, processed and stored solely at the risk of the Client. The Company reserves the right to assign or subcontract all or any part of the work ordered. The Company may hold Elements at any place(s) that The Company deems appropriate, there being no promise or representation, expressed or implied, that the Elements, Materials, and Deliverables will be retained or stored at any particular location or by under particular conditions.
C. Limitations for Damage to or Loss of Elements. In the event that the Elements are lost, destroyed or damaged for any reason, including through negligence of the The Company, its employees, subcontractors or agents, The Company liability shall be limited to the replacement of unexposed/unrecorded raw stock. If such Elements contain time coding, Client specifically agrees to test such time coding for accuracy before relying on such time coding, Client agrees to notify The Company of any inaccuracies in such time coding, and The Company agrees to correct such inaccuracies at Client's expense. The Company's obligation shall be limited to correcting any such inaccuracies in time coding, and The Company shall not be liable for any loss, injury, or damage, direct, indirect or consequential, that may be incurred as a result of any inaccuracies in any time coding.
D. Limitations for Defects in Delivery, Services or Materials. If any Deliverable is defective or is erroneously labeled or shipped or if non-conforming services or materials are furnished by The Company, The Company's liability therefore shall be limited to replacement or repair of such defective Deliverable (at the option of The Company), and the correction of such errors in shipment or labeling or the providing of conforming The Company services or material at The Company's expense; provided that the defective Deliverable is returned and written notice of such imperfection or error in labeling or shipment is received by The Company within ninety (90) days after shipment.
E. Limitations for Delay in Delivery. The Company shall use reasonable efforts to deliver in accordance with delivery dates, but The Company is not liable for any loss or damages caused by The Company's failure to meet any delivery date or times, or failure to give notice of delay.
F. Force Majeure. Without limiting the generality of the foregoing, The Company shall not be liable for any delay or loss due to delays or failures in performance caused directly or indirectly by the Element; acts of God; Client, civil or military authorities; terrorism; civil unrest; fires; floods; epidemics; quarantine restrictions; wars; riots; strikes; lock outs; labor difficulties; failures of equipment or transportation; inability to obtain, or the failure of others to deliver, Element, machinery, equipment or qualified personnel; or any other cause beyond The Company's reasonable control. In the event of a delay, the delivery or shipping date, as appropriate, shall be deemed extended for a period equal to the delay.
G. Damages. The Company's total liability for any and all loss or damage arising out of or in connection with any contract for services shall be limited to the total sums paid by Client to The Company under such contract. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL The Company BE LIABLE TO ANY PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM: (a) ANY DEFECTIVE ELEMENT, DELIVERABLES, SERVICES, PRODUCTS OR EQUIPMENT; OR (b) DAMAGES TO, OR DESTRUCTION OF ELEMENTS, MATERIALS, OR DELIVERABLE BY The Company, WHETHER OR NOT SUCH DAMAGES ARE CAUSED BY THE NEGLIGENCE OF The Company, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR (c) ANY NEGLIGENCE OR BREACH OF DUTY (CONTRACTUAL OR OTHERWISE) BY The Company, INCLUDING, WITHOUT LIMITATION, IMPROPER STORAGE OR RETENTION, PROCESSING, PACKING, DELAY IN DELIVERY OR SHIPMENT, OR ERRORS IN SHIPMENT, OR LABELING.
14. The Company LIENS; SECURITY INTEREST. In addition to any other liens, rights or remedies given to The Company under applicable law herein, Client hereby grants, assigns and transfers to The Company a security interest in and lien on any and all Elements, Materials, and Deliverables in the possession of The Company as security for payment of any and all services and materials furnished to Client by The Company. The parties agree that if the Elements, Materials, or Deliverables are voluntarily restored or delivered to Client or some third person prior to payment to The Company for such materials and services, the lien and security interest therein shall not be extinguished but shall survive, and upon request by The Company, Client shall execute such documents including a Financing Statement, as may be required to protect such security interest.
A. Additional Payments. In the event The Company exercises its rights hereunder by selling the Elements, Materials, or Deliverables at public or private sale, then Client agrees to pay The Company on written demand whatever deficiency may be due after the proceeds are applied to payment of the indebtedness, including, without limitation, all legal and other costs, expenses and charges incurred in the collection, sale, delivery or preservation of the Elements, Materials, or Deliverables.
B. Title After Sale. Client agrees that if The Company shall enforce its rights under any law, it or any other person acquiring title or interest in or to any Elements, Materials, or Deliverables at public or private sale, shall have and is hereby granted, all right, title and interest of Client in the Elements or Deliverables.
15. RETENTION AND DISPOSAL OF INACTIVE ELEMENTS. Provided that all obligations that may arise hereunder have been paid to The Company, Client shall remove from The Company's premises all Elements, Materials, and Deliverables within three (3) months after the last work thereon. If Client fails to remove said Elements, Materials, or Deliverables as herein provided, The Company may at any time, without further notice or liability to Client or any other person, begin charging Client a storage/retention fee per Element, destroy, erase, reuse or make any disposition of said Elements, Materials, or Deliverables as The Company sees fit. Client agrees to indemnify, hold harmless and defend The Company harmless from all liability arising out of or connected with The Company's destruction or disposition of said Elements, Materials, or Deliverables as provided herein. The Company will have the right to retain separate counsel at Client's expense.
16. INSURANCE. Client agrees to insure fully, at its own expense, Elements, Materials, and Deliverables against all insurable risk, including damage or destruction of such Elements, Materials, and Deliverables through the negligence of The Company. Such insurance against any and all losses (including incidental and consequential losses) for which insurance is available and the policy and the policy of insurance shall provide that the insurer waives all claims of subrogation against The Company. The Company shall not insure any Elements, Materials, or Deliverables.
17. TECHNICAL CALIBRATION AND EXHIBITION. Client hereby grants The Company the right to use the Elements for technical calibration to adjust the system used to process the Element. Client also hereby grants The Company the limited right to exhibit the Deliverables, or excerpts thereof, on the The Company websites, in press releases, or in "demo reels" for the limited purpose of demonstrations of The Company's work in accordance with standard industry practice.
18. DELIVERY. Delivery shall take place through digital transfer via The Company's preferred method. Risk shall pass to Client on delivery. Client hereby consents to The Company posting Elements, Materials, and Deliverables on a secure, file sharing service. Client assumes all responsibility for receipt of Deliverables, and for providing The Company with the appropriate destination for Elements, Materials, and Deliverables.
19. PROPRIETARY RIGHTS.
A. Client Ownership. As between Client and The Company and subject to these Terms, Client owns and shall retain all right, title and interest, including, without limitation, all IP Rights, in and to (i) the Elements, and (ii) upon full payment of the services, the Deliverables, except for the Methods used therein for which Client has a license as set forth below ("Client IP").
B. License to Methods or Materials. The Company hereby grants Client a non-exclusive, irrevocable, royalty-free, fully paid-up license, throughout the universe and in perpetuity, to use the Methods and/or Materials only as contained in the Deliverables solely as necessary in the distribution of the Client products into which such Deliverables are incorporated.
C. The Company Ownership. As between Client and The Company, The Company owns and shall retain all right, title, and interest, including, without limitation, IP Rights in and to the Methods ("The Company IP"). Client acknowledges and agrees that: (i) The Company shall have the right to use the The Company IP in performing services for third parties and (ii) the work product and deliverables rendered as the result of such services may be substantially similar to the Deliverables, provided that The Company does not use any Client IP; and (iii) the Methods are The Company's trade secrets.
D. Additional rights. Each party hereby expressly reserves all rights in and to its IP Rights, and the other party shall not acquire any such rights, whether by virtue of these Terms, operation of law, estoppel, or otherwise. Each party shall not contest, directly or indirectly, the validity or ownership of the other party's IP Rights. Each party shall not, and shall not permit any other third parties to: (a) create derivative works from the other party's IP Rights, (b) disassemble, decompile, reverse engineer, or otherwise attempt to discern any aspects of the other party's IP Rights, (c) sublicense, lease, rent, loan or distribute or otherwise transfer or grant access to the other party's IP Rights, or (d) otherwise use or attempt to exploit the other party's IP Rights in a manner not expressly authorized by these Terms.
A. The Company will be given a credit on the Final Product, in the same location as the rest of the credits.
B. The Company’s credit will be displayed as “Post Production Audio Provided By: MakeMi Sound LLC”
C. The Company’s employees or subcontractors involved with the Final Product will be given a credit immediately following The Company’s credit, with said employees’ or subcontractors’ roles provided to the Client by the Company.
A. Governing law; Venue. These Terms shall be governed by California law. The exclusive venue for all legal proceedings shall be the County of Los Angeles, California.
B. Modification. These Terms constitute the entire agreement between The Company and Client with respect to the subject matter contained herein. These Terms apply to every contract for the provision of services by The Company to the Client and the supply of services by The Company shall not constitute acceptance of any other terms and conditions. The Company reserves the right to make changes to these Terms from time to time. An up-to-date copy will be available at https://www.makemisound.com/tos or on request. Sales personnel are not authorized to amend, alter, waive or modify the terms of these Terms.
C. Notices. All notices and communications hereunder to The Company shall be sent to firstname.lastname@example.org. Attn: Legal Department, unless notified otherwise in writing. Any notice or communication hereunder to The Company shall be deemed to have been duly given when in writing and actually received by The Company. All notices or communications hereunder to Client shall be deemed to have been duly given when in writing and personally deposited in the United States Mail with postage prepaid to Client at the last known address of Client.
D. Waiver. No failure or delay by The Company in exercising any of its rights under these Terms shall be deemed to be a waiver of any term, Client's breach or any subsequent breach of the same.
E. Severability. The invalidity of any one of these Terms shall not affect the validity of the remaining Terms.
F. Assignment; Subcontracting. These Terms shall bind and inure to the benefit of the respective heirs, principal representatives, successors, and assigns of the parties; provided that any credit extended to Client shall not be extended to its successors and assigns without successful completion of a new credit application. The Company may assign these Terms or subcontract its services at its discretion and without notice to Client.
G. Parties. These Terms shall not constitute a partnership or employment relationship between the parties.
H. Rights and Remedies. The Company's rights and remedies shall be cumulative and not exclusive, and the exercise of any right or remedy shall not affect its right to enforce one or more other remedies.