ReadyToPlay Agreement for Custom Installers

ReadyToPlay Agreement for Custom Installers

This agreement (the “Agreement”) is a legal contract between Ready to Play (“RTP”) and Custom Installer as Registered on the ReadyToPlay website (“Company”) that governs the services to be provided by RTP to the Company for the benefit of its end user customer (“Customer”). These services are identified below and incorporated to this Agreement herein.

1. DESCRIPTION OF ELIGIBLE SERVICES

CD to Digital Format Conversion Service (“Ripping”): Converting audio source music to digital format (MP3, WAV, FLAC, WMA Lossless, WMA); service may also include basic “tagging” of such data files to include song title, artist, album, genre and album artwork. Such tagging will be done via contracted or available online databases however RTP does not warrant the accuracy or completeness of such tagging. Any CDs “ripped” will be done so in a standard MP3 format, at a standard 320Kbps bit-rate unless otherwise requested by Customer.
Digital File Delivery: Customer may choose to have their digital music files delivered to Customer loaded onto one of the following devices: a digital media server or audio hard drive, external hard drive or portable audio player. Such device will be supplied by Company or Customer, unless expressly requested by Customer that such unit shall be procured by RTP. RTP does not warrant that digital files as loaded on Portable Audio Devices can be transferred successfully to Customer’s home personal computer. RTP has no responsibility for providing support for the transfer of files from the Portable Audio Device to the Customer’s personal computer.

2. TERMS AND CONDITIONS

Legal Restrictions
The service provided by RTP pursuant to this Agreement includes transforming Customer’s own materials into a digital format. This service is only available for conversion of materials where:
i) Customer is authorized or legally permitted to change in format and
ii) Customer owns the relevant copyrights, or non-copyrighted materials.

It is Customer’s responsibility, not RTP’s, to ensure that any material converted does not violate any third party's copyright and that the conversion process does not violate any third party’s copyright or other right.
Legal Requirements
Company agrees to provide a copy of RTP’s Customer Warranty Understanding (a sample of which is attached hereto as Exhibit A) to each customer and have such customer agree to its terms and conditions. Company understands that a Customer Warranty is required for each order and that RTP will not provide Services without a the customer having been presented with the Customer Warranty Understanding.
Cancellation -
If Company wishes to cancel an order, they must do so, in writing. If the cancellation is received by RTP before ripping and loading services are rendered, The Company will be responsible for all order processing by RTP to date on that order, including order handling, processing, and return shipment. If the cancellation is received after the ripping service and loading has been processed by RTP, the Company will be responsible for the full cost of the service.
Right of Refusal
RTP reserves the right at any time after receipt of Company’s order for services to accept or decline the order for any reason. Company’s order will be deemed accepted by RTP upon delivery of contracted services ordered by the Company.
Payment
All transactions to be completed with credit card provided at time of order. After 3 transactions with same customer, credit terms will be established and invoices will be generated. All invoices are due and payable within 15 calendar days of completion and delivery of contracted services ordered by Company, as defined by the invoice date.
Disaster Recovery
In the event a disaster recovery file (DRF) of the digital music files are provided by RTP, Customer agrees that such files will only be used to replace damaged and/or lost music files. The DRF will be held in a secure, non-networked, lock box or other secure location so that the digital files may not be accessed, copied or used by anyone except Customer and only in the event of disaster or other such event that would cause original files to be destroyed. Customer is expressly prohibited from accessing or utilizing such backup or recovery files unless original digital files are destroyed or erased through accident or another disaster event.
Termination
RTP may, in its sole discretion and without prior notice to Company, terminate this Agreement or an order for any reason, including without limitation: (1) violations of these Terms and Conditions; (2) failure to pay for contracted services; (3) discontinuance of any services offered by RTP; or (4) suspected or actual copyright infringement. If RTP receives a notice alleging that Customer has engaged in behavior that infringes other's intellectual property rights or reasonably suspects the same, RTP may terminate this Agreement or an order, in its sole discretion and without prior notice. If RTP terminates this Agreement, it shall have no liability or responsibility to Company, including for any amounts previously paid.

3. INDEMNIFICATION

Company agrees to indemnify and hold harmless RTP, its affiliates, suppliers, service providers, distributors, officers, directors and employees from any claim or demand, including reasonable attorney’s fees, made by any third party arising out of or related to Company’s violation of this Agreement, or Company’s violation of any law, regulation or any third party right.

4. DISCLAIMER OF WARRANTIES

The services, products, content, software, hardware data and information (collectively, “Services”) are provided “AS IS,” without warranties of any kind. Except as expressly state herein, RTP expressly disclaims all warranties and/or conditions, express or implied, as to any matter whatsoever relating to RTP’s services, including, but not limited to the implied warranties and/or conditions of merchantability and fitness for a particular purpose, suitability, title, non-infringement, lack of viruses or correspondence to description. RTP makes no warranty, representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of the Services or that the Services may be relied upon for any reason.

5. LIMITATION OF LIABILITY

Under no circumstances shall RTP be liable for any unauthorized use of RTP’s services, Customer’s materials or resulting digital music. Under no circumstances shall RTP be liable for any losses or damages whatsoever, whether in contract, tort or otherwise, from the use of, or reliance on, the Services. The right to damages against RTP under any cause of action arising from or related to the provision of services or products or shipment of any products by RTP shall be extinguished unless an action is brought within on (6 ) months of the date of order. Company is responsible for purchasing adequate shipping insurance when ever they ship CDs, Drives, or other material to RTP. RTP’s maximum liability for claims filed by Customer for lost or stolen CDs while they are in RTPs procession will not exceed $400 per order. Customer must provide a detailed list of CDs lost while in possession of RTP and claim must be filed within 30 days of receipt of original CDs and digital files.

6. GENERAL

        a.             If any provision of this Agreement is invalid or unenforceable under applicable law, the remaining provisions of this Agreement will continue in full force and effect.
        b.             This Agreement shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. Customer consents to the exclusive jurisdiction and venue of the state and federal courts of Santa Clara County, in the State of California.
        c.             This Agreement constitutes the complete and exclusive agreement between RTP and Company with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
        d.             In the event of any lawsuit, demand or claim arising from this Agreement between RTP and Company, reasonable attorney’s fees will be awarded to the prevailing party.

EXHIBIT A

Customer Warranty Understanding

Ready To Play (“RTP”) is committed to copyright protection and does not promote piracy of any kind. RTP converts every single CD provided by our customers and does not keep a backup copy of any music files. RTP also requires that customers take responsibility for ownership of their CDs and agree not to upload their music on to file sharing services after we digitize the collection.

By reading the following you warrant that:

The music CDs you ask RTP to convert into digital music files are your property and do not include any counterfeit CDs or any unauthorized copies of copyrighted music.
You will use the converted digital music solely for personal, non-commercial purposes.
You will not share copies of the resulting digital music files with anyone and will not distribute them over file sharing services or upload them to the Internet. If disaster recovery files are provided by RTP to you, you warrant that such files will not be used, accessed or shared with any other individuals and will be used only for the express purpose of replacing lost or erased digital files provided by RTP under this contract.
You understand that RTP actively encourages the responsible use of digital music.
You understand that the condition of your CDs impacts RTP’s ability to successfully convert a CD into MP3 files. You understand that heavily scratched or damaged CDs submitted to RTP will not be converted, yet they will still count toward the purchase quantity.
You agree to defend, indemnify and hold RTP harmless from any claim, demand, including reasonable attorney’s fees, made by any third party and arising out of related to any violation of copyright laws. You agree that your use of RTP’s CD to digital conversion service is at your own risk and that RTP’s advice, assistance or guidance does not constitute the acceptance of any liability. You agree to defend, indemnify and hold RTP harmless from any suit, demand, or claim made against RTP by your breach of this Agreement and agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any attorney’s fees incurred by RTP in defending against such suit, demand or claim.
You are at least 18 years of age. For minors under the age of 18, but at least 13 years of age, minor’s parent or legal guardian may enter into this Agreement on minor’s behalf. If the parent or legal guardian enters this Agreement on behalf of a minor, the parent or legal guardian is fully responsible for the minor’s use of the Service, including all financial charges and legal liability that he or she may incur. Children under the age of 13 may not enter into this Agreement.