Whitelabel End User Agreement

1

Whitelabel.net Service

1.1 Registration: The User applies for registration with the Whitelabel.net website on the terms set out in this Agreement and on the basis of the information submitted with it.  Serato may refuse the registration of any particular User in its sole and unfettered discretion.
1.2 Service:  While the User is registered, Serato will provide the User with access to the Whitelabel.net website so that, subject to this Agreement:
(a) the User may have access to such Downloads and any Ancillary Material as the relevant Record Label may specify.
(b) the User may have access to such other features as from time to time may be available for use by the User through the Whitelabel.net website.
1.3 Warranties and Disclaimer: Serato makes no warranties or representations in relation to the Whitelabel.net website except as expressly set out in this Agreement.  For the avoidance of doubt, Serato:
(a) does not warrant that the Whitelabel.net website or any Download or Ancillary Material is fit for any particular purpose; or
(b) does not warrant that the Whitelabel.net website will be available to the User at any particular time; or
(c) does not warrant that any particular Download will be delivered to a User; or
(d) does not warrant that the audio quality of any Download will preserve the quality of the corresponding Original Recording or meet any other standard.
 

2

Licence to User

2.1 Promotional playing licence: When the User obtains a Download from the Whitelabel.net website, the relevant Record Label grants to the User a licence to play it strictly for Promotional Purposes only.  The User shall obtain no other licence or rights whatsoever in relation to the Download or any of the works embodied in it.  In particular and without limitation, the User is responsible for any and all applicable ASCAP, BMI, SESAC and other similar licence fees arising from the acquisition and playing of the Download in the User's territory.
2.2 Revocation on notice: Whitelabel.net or the relevant Record Label may revoke the licence in clause 2.1 and require the User to cease playing any particular Download at any time on notice to the User.
2.3 All other rights excluded: For the avoidance of doubt, any Download or any part of any Download may only be used by the User personally for Promotional Purposes, remains the property of the Record Label, and may not be sold, rented, reproduced (in any manner, including for backup purposes), broadcast, distributed, adapted, in any form.
2.4 Licence limited: the Record Label does not licence the User in respect of any rights of the authors of any underlying works or the performers of the recording embodied in the Download.
 

3

User's Warranties, Undertakings and Indemnities

3.1 Warranties: The User represents and warrants that:
(a) the User is eighteen years old or older;
(b) the User has full legal capacity to enter into and perform this Agreement;
(c) the User is a bona fide professional DJ; and
(d) all information submitted by the User with the User's application for registration to Serato is complete, accurate and true.
3.2 Undertakings: The User undertakes:
(a) only to use Downloads for Promotional Purposes;
(b) not to copy, sell, rent, reproduce, broadcast, distribute, adapt, reverse engineer, reverse assemble or reverse compile any Download or any part of it, or in particular to do anything to circumvent the copy protection in any Download and the software that plays it, or to permit any other person to do any such thing.
(c) only to use the Whitelabel.net website for the User's own lawful purposes and in accordance with Serato's general terms of use as published by Serato on the website from time to time; and
(d) to abide strictly by all the terms of this Agreement;
3.3 Indemnification: The User will indemnify Serato against all costs, expenses, damages and claims (including Serato's solicitor and client costs) in any way arising from breach of any of the User's warranties and undertakings in clauses 3.1 and 3.2 above.
 

4

Privacy and the User's Information

4.1 Consent to use of information: The User agrees that any and all information about the User held by Serato may be used in the following ways:
(a) communicating the User's Personal Information to enable Record Labels to decide which Downloads to make available to a User;
(b) performing summary analyses which do not identify individual Users to be used by Serato and communicated confidentially to third parties for the purposes of promoting the Whitelabel.net website and related services;
(c) for the purpose of the maintenance, administration and support of the Whitelabel.net service;
(d) allowing Record Labels to see which of their Downloads have been downloaded and/or previewed by the User.
4.2 Other Privacy Provisions: The provisions in clause 4.1 apply in addition to the content of any Serato privacy policy documents (including the Serato Website Privacy Policy, and the Playlists Privacy Policy, as amended from time to time).  Where there is any inconsistency between the Agreement and any other Serato privacy policy document, the terms of the Agreement shall prevail.
4.3 No spam: Serato will not give the User's email address to Record Labels or any third party, except where the User consents, it is required to do so by law, or for the purposes of enforcing this Agreement.
 

5

Term, Default and Termination

5.1 Term: This Agreement commences upon the User being notified of Serato's registration of the User with the Whitelabel.net website and continues until terminated in accordance with clause 5.2.
5.2 Termination:
(a) Either party may terminate this Agreement by 1 day's notice;
(b) If the User breaches any term of this Agreement, this Agreement and any licences to the User granted under it terminate immediately;
and upon termination of this Agreement the User must permanently delete any Downloads and certify in writing to Serato that it has done so.
5.3 No limitation of other rights: Termination will not limit or affect any other rights or remedies that party may have under this Agreement or at law.
5.4 Enforcement costs:  Serato may recover any reasonable costs incurred by it enforcing the provisions of this Agreement, including debt collection costs and any legal costs as between solicitor and client from the User.
 

6

Limitation of Liability

6.1 To the extent permitted by law, neither Serato, nor its employees, agents, or contractors shall have any liability to the User arising out of or in connection with the User's use of the Whitelabel.net website.
 

7

General

7.1 Entire Agreement:  This Agreement constitutes the entire Agreement between the parties as it relates to the subject matter of this Agreement and there are no representations, understandings or agreements relating to this Agreement which are not fully expressed in this agreement.  This Agreement shall not be varied in any respect except in writing signed by the parties.
7.2 Assignment:  The User may not novate or assign this Agreement (in whole or in part) without the prior written consent of Serato.
7.3 Partial Invalidity:  If any provision of this Agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain in force to the greatest extent permitted by law.
7.4 Governing Law:  This Agreement will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
 

8

Definitions

8.1 In this Agreement unless the context otherwise requires:

Ancillary Material means written and/or graphic content relating to an Artist or an Original Recording provided by the Record Label.

Agreement means this agreement.

Artist means, in relation to an Original Recording, the person or persons (including any body corporate or incorporate) whose performance is embodied in the Original Recording.

Download means a digital file made from an Original Recording uploaded to the Whitelabel.net website encoded into the secure format proprietary to Serato.

Original Recording means an audio recording in a digital format provided by a Record Label through the Whitelabel.net website.

Promotional Purposes means promoting the sale of any form of media containing the Original Recording, and includes but is not limited to phonograph and Compact Disc.

Personal Information has the same meaning given to it in the Serato Website Privacy Policy as it may be amended from time to time.

Record Label means the owner and/or authorised distributor and promoter of the audio recordings embodied in the Original Recordings and the Downloads.

Serato means Serato INC LP.

Whitelabel.net website means the computer servers, software, configuration and communications systems operated by Serato to deliver the services contemplated by this Agreement.