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1. General 
   1. This page (together with the documents referred to on it) tells you the Terms and Conditions on which you may submit a file (the “Music File”) to XLR8R (the “Website”). For the avoidance of doubt and where the context requires, Music File refers to all of the files that you submit to XLR8R. 
   2. By submitting the Music File you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, please refrain from submitting a Music File. 
   3. XLR8R reserves the right to prevent access to any user who is found to be in breach of these Terms and Conditions.
   4. Changes may be made to these Terms and Conditions from time to time. 
   5. These Terms and Conditions are governed in all aspects by the laws of the United States. Legal proceedings related to the matters set out in the Terms and Conditions shall be brought and adjudicated solely in the courts of the United States.
      
2. Intellectual Property in the Music File 
   1. You are the owner or the licensee of all intellectual property rights in the Music File. 
   2. By submitting the Music File you agree to grant XLR8R a non-exclusive and royalty free, sub-licensable and worldwide license to use, modify, display, perform, reproduce, communicate, and distribute the Music File on or through the Website. XLR8R shall not acquire any right, title or interest to the intellectual property rights in the Music File, except as proved in this clause.
      
3. The Music File 
   1. The Music File must not:
      1. Contain any material which is defamatory of any person;
      2. Contain any material which is obscene, offensive, hateful or inflammatory;
      3. Promote sexually explicit material;
      4. Promote violence;
      5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      6. Sample any third party’s music or infringe any copyright or trade mark of any third party without their express permission;
      7. Be likely to deceive any person;
      8. Be made in breach of any legal duty owed to a third-party, such as a contractual duty or a duty of confidence;
      9. Promote any illegal activity;
      10. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
      11. Be likely to harass, upset, embarrass, alarm or annoy any other person;
      12. Be used to impersonate any person, or to misrepresent your entity or affiliation with any person;
      13. Give the impression that it emanates from XLR8R, if this is not the case; and
      14. Advocate, promote or assist any unlawful act such as (by way of example) copyright infringement or computer misuse.
   2. Failure to comply with clauses 4.1 and 4.2 constitutes a material breach of these Terms and Conditions and may result in XLR8R taking all or any of the following actions:
      1. Immediate, temporary, or permanent withdrawal of any or all Music Files uploaded by you to the Website;
      2. Issue of a warning to you;
      3.  Legal proceedings against you for reimbursement of all costs on an indemnity basis (including administrative and legal costs) resulting from the breach;
      4.  Further legal action against you;
      5. Disclosure of such information to third parties who claim that the Music File constitutes a violation of their intellectual property rights or their right of privacy as NexGen reasonably feel is necessary; and
      6. Disclosure of such information to law enforcement agencies as NexGen reasonably feel is necessary.
         
4.  Warranties 
   1. Each party represents and warrants that it has the full power and authority to agree to these Terms and Conditions, to fully perform their obligations and to grant the rights granted.
   2. You represent and warrant that: 
      1. you own the intellectual property rights in the Music File submitted by you or otherwise have the right to grant the license set forth in clause 3a and that the submitting of the Music File and its use by XLR8R does not and will not violate the intellectual property rights of any third party;
      2. the ownership of the intellectual property rights in the Music File is not subject to any dispute, obligation or third party interest which may prevent or restrict in any way the exploitation of the Music File as set out in clause 3a;
      3.  the Music File submitted by you complies with clause 4.2; and
      4.  the Music File submitted by you will not contain or originate any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other similar malicious code designed to adversely affect the operation of any computer software or hardware.
         
5. Indemnity
   1. You shall indemnify (and keep fully and effectively indemnified) and defend NexGen Music, its associated companies, directors, officers, employees, agents, contractors and licensees from any and all claims, demands, causes of action, debt or liability, including awards of damages, costs and settlements and legal fees (“Losses”) incurred in connection with any third party claim:
      1. arising from breach of the representations and warranties set out in clause 3; 
      2.  that the Music File is or contains any content that is defamatory, obscene or otherwise in breach of or encourages breach of any applicable law, regulation or code of practice.
         
6. Concerns 
   1. If you have any concerns about material which appears on the Website or these Terms and Conditions, please contact: [email protected]