Sony Music Central.ca - Legal Documentation and User Agreement

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Legal Documentation and User Agreement

www.sonymusiccentral.ca

IMPORTANT NOTICES TO ALL USERS OF SONY MUSIC CENTRAL CANADA

PLEASE READ THE FOLLOWING CONDITIONS CAREFULLY CONCERNING YOUR USE OF THE SONYMUSICCENTRAL.CA WEBSITE (THE "WEBSITE"). YOUR ACCEPTANCE OF THESE CONDITIONS IS REQUIRED BEFORE YOU WILL GAIN ACCESS TO THIS WEBSITE.

Use Of the Website

The Website contains album information, artwork and 30-second samples from recordings available from Sony Music Entertainment Canada Inc. ("Sony Music"). Subject to the terms and conditions set out below and on the Website, you are permitted to download the cover artwork posted on the Website for use on a website located on a server in Canada and operated by you in connection with your operations solely for the purpose of promoting the recordings offered for sale by Sony Music. You may not alter or modify the cover artwork in any manner nor use it to promote any other product, service, cause or institution.You may listen to and link to the 30 second samples on the Website. You agree that you will not upload files thatcontain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website or any other computer. You will not delete any author attributions, trademarks, trade names, logos, legal notices or proprietary designations or labels in any file on the Website. Sony Music may terminate your access and use of the Website at any time on 24 hours notice. You will notify Sony Music within 48 hours if you or any other employee within your organization who has a username and password and is under your direct supervision leaves the employ of your organization.

Copyright and Trade-marks

©1998-2010 Sony Music Entertainment Canada Inc.All Rights Reserved. Sony Music will enforce its rights in the event of any interference, infringement or contravention of Sony Music's right, title or interest in any aspect of the Website. The Website is protected under the copyright laws of Canada and other countries. Except as expressly permitted, no person has permission to download, display, post, record, "mirror", duplicate, copy, retransmit, redistribute, commercially exploit, reproduce or republish any part or aspect of the Website in any form, or any information found at the Website, by any means whatsoever, whether by electronic, mechanical, recording, photocopying, photographic means or otherwise. The symbols ® and TM designate Canadian registered trademarks and unregistered trademarks respectively. The following are trademarks of Sony Music Entertainment Canada Inc. Recordings and all corresponding logos. All marks used under license. Except as expressly stated, nothing on the Website shall be construed as conferring any license of any intellectual property rights, whether by inference, estoppel, implication, or otherwise.

Governing Law and Language

The Website shall be exclusively governed by the laws of the Province of Ontario. You hereby attorn and submit to the non-exclusive jurisdiction of the Courts of the Province of Ontario. You agree that your use of the Website, and all transactions occurring in connection with the Website, shall be deemed to have occurred solely in the Province of Ontario, Canada. English shall be the language of the Website, and all transactions occurring in connection with the Website, and the parties waive any right to use and rely upon any other language, or translations.

Jurisdictional Use

The recording products offered and described in the Website may not be available or permitted for sale outside of Canada. The Website shall not be used where, andto any extent, such use is prohibited by law.Your use of the Website from any location is subject to your compliance with all applicable laws and regulations.

Privacy and Accuracy Disclaimer

Although Sony Music's security efforts are generally consistent with industry practice in Canada, the Internet is not a secure medium, and neither the privacy of your communications, nor visits to the Website, can be ensured.Your communications may also be susceptible to data corruption, interception and delays. As a result, Sony Music shall not be responsible or liable for any loss of privacy, disclosure of information, harm, damage or loss that may result from your transmission of any information to us in connection with the Website. The Website may include inaccuracies or typographical errors. Sony Music and any other persons involved in the management of the Website may make changes in the products and prices described in the Website, and to the content of the Website, at any time without notice. Sony Music shall not be responsible for any detrimental reliance you place on the Website or its contents. Use of the Website is on an "as is" basis and is entirely at your own risk.

Disclaimer of Warranty

UNLESS OTHERWISE AGREED TO IN WRITING BY SONY MUSIC, THE CONTENTS OF THE WEBSITE AND ALL GOODS THAT MAY BE PROVIDED IN ANY CONNECTION WITH THE WEBSITE ARE PROVIDED "AS IS", AND ARE FOR YOUR END USE ONLY. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DENIED AND DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID BY A COURT OF COMPETENT JURISDICTION. EXCEPT AS OTHERWISE EXPRESSLY AGREED, SONY MUSIC MAKES NOREPRESENTATIONS, WARRANTIES, COVENANTS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENTS OF THE WEBSITE, OR ANY GOODS THAT MAY BE PROVIDED OR SOLD IN ANY CONNECTION WITH THE WEBSITE. ANY REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO ANY GOODS REFERRED TO IN THE WEBSITE SHALL BE AS STATED IN THE APPLICABLE CONTRACT GOVERNING THE PROVISION OF SAME.

Exclusion of Liability

IN CONNECTION WITH YOUR VIEWING AND USE OF THE WEBSITE, SONY MUSIC SHALL NOT BE LIABLE FOR ANY DAMAGES, HARM, LIABILITY, LOSS, COST, EXPENSE, OR INJURY SUFFERED IN ANY CONNECTION WITH THIS WEBSITE WHATSOEVER, INCLUDING AS A RESULT OF USING, ACCESSING, COPYING, OR DOWNLOADING ANY PART OF THE WEBSITE'S CONTENT. IN NO EVENT SHALL SONY MUSIC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) HOWEVER IT ARISES, WHETHER FOR BREACH OF CONTRACT, OR IN TORT, NEGLIGENCE, EQUITY, OR OTHERWISE EVEN IF SONY MUSIC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE TO HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND WILL NOT MAKE A CLAIM AGAINST SONY MUSIC FOR LOST DATA, RE-RUN TIME, DATA CORRUPTION, COMMUNICATION INTERCEPTION, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM ANY USE OF THE WEBSITE. YOU AGREE TO HOLD SONY MUSIC ABSOLUTELY HARMLESS FROM, AND YOU COVENANT NOT TO TAKE ANY ACTION AGAINST SONY MUSIC FOR, ANY CLAIMS BASED ON USING THE WEBSITE.

Sony Music Entertainment Canada Inc.

TERMS AND CONDITIONS OF SALE

FOR CREDIT CARD PURCHASES THROUGH SONYMUSICCENTRAL.CA

EFFECTIVE SEPTEMBER 23, 2019

APPLICABILITY
1. These terms and conditions of sales (the “B2B Terms and Conditions”) will apply to all sales by Sony Music Entertainment Canada Inc. (“Sony Music”) of pre-recorded audio and audio-visual products in any physical format (the “Products”) to purchasers in Canada (“Customers”) through the business-to-business portal of the website located at www.sonymusiccentral.ca (the “Website”) who: (i) purchase the Products for the purpose of selling to individual consumers as an ongoing commercial retail enterprise , (ii) possess all necessary licenses and permits to operate such enterprise, and (iii) are registered pursuant to the provisions of Part IX of the Excise Tax Act (Canada).
2. Notwithstanding the foregoing, Sony Music may, in its sole discretion, extend these B2B Terms and Conditions to any purchaser not meeting the foregoing requirements or refuse to sell to any purchaser who does meet the forgoing requirements.
3. All potential Customers are required to complete a Sony Music customer account application. All information provided by potential Customers must be complete, current and accurate.
4. Sony Music reserves the right, in its sole discretion, to terminate the account of any Customer whose account is inactive for a period of more than six months.
5. Product availability may be limited. Products ordered may not be available for immediate delivery. Sony Music reserves the right, without liability or prior notice, to revise or cease to make available any or all Products. Special Imports will not be available for purchase through the Website.
CUSTOMERS
1. All Customers acknowledge and agree to be bound by the B2B Terms and Conditions. Failure to observe any of these B2B Terms and Conditions may result in termination of the Customer as a customer of Sony Music.
2. Customers must advise Sony Music in writing within 7 days of any direct or indirect change in control or ownership (either de facto or de jure) of the Customer or any location at which the Customer has received delivery the Products. If the Customer fails to provide such notice, the Customer will remain responsible for payment with respect to any orders sent to the Customer or location. In the event of a change in control or ownership of the Customer, a new customer account application must be completed and submitted to Sony Music.
PRICES
1. Sony Music will sell Products to Customers at such prices (“Prices”) as may be announced from time to time by Sony Music as the Published Price to Dealer (“PPD”) quoted on the Website from time to time, for such Products. Sony Music does not have Suggested Retail Selling Prices for Products.
2. Prices do not include applicable taxes. Customers will pay all taxes applicable on the Products.
3. Sony Music may change any Prices at its sole discretion from time to time, provided no change in Prices will apply to Products in respect of which orders have been accepted and processed by Sony Music and which have been paid for in full prior to such change becoming effective. Sony Music may extend special promotional prices, discounts, and other special terms and conditions to certain Customers from time to time.
4. All Prices are in Canadian currency and all amounts to be paid to Sony Music by the Customer are to be paid in Canadian currency.
CONDITIONS OF SALE
1. Sony Music has exclusive rights of distribution to the Products in Canada and reserves the right to refuse to sell any Product to any Customer, person or entity that directly or indirectly imports or sells any imported product that is or will be offered for sale in Canada by Sony Music.
2. Sony Music may, at its sole discretion, refuse to sell any Product to any person or entity that Sony Music believes has sold or is involved in the selling of used, infringing or counterfeit product, who is involved in the rental of Sony Music Products or that exports or is believed to export such product outside of Canada, either directly or through a third party.
3. Customers may not directly or through a third party sell or display a Product prior to the published street date for that Product. In the event that a Customer sells or displays Products prior to the published street date, Sony Music may, in addition to all other remedies available at law or in equity, delay shipments to such Customers on subsequent new Product releases or may refuse to sell Products to such Customers, as Sony Music may decide acting in its sole discretion.
4. The Customer’s obligation to pay Sony Music for the Products arises upon acceptance and processing of the order for such Products by Sony Music. Payment shall be made by credit card (or some other pre-arranged method of payment) acceptable to Sony Music. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and Sony Music shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason. Sony Music will not ship any Products to a Customer until the order is accepted, processed and paid in full.
5. Title to the Products will pass to the Customer and acceptance will occur upon the delivery of the Products to the Customer’s Designated Location.
TRANSPORTATION - MINIMUM ORDER SIZE - SHORT SHIPMENT
1. Sony Music will, using the freight carrier of its choice, ship the Products without freight charges to locations wholly-owned by the Customer or to franchise locations in Canada, in each case, designated in advance in writing by the Customer (each, a “Designated Location”), provided that the minimum order shipment size for each Designated Location is 15 units of Product:
2. Any discrepancy in the number of units shipped from the quantities on the packing slip or the Customer’s order, any mis-shipment of Products and any damage to the Products shipped must be reported by the Customer to Sony Music Customer Service by facsimile at 416-589-3008 or by e-mail at [email protected] within 10 days of receipt of the shipment by the Customer. Once the claim is verified by Sony Music, Sony Music will credit or charge, as appropriate, the credit card used for the Customer’s most recent purchase and may, where appropriate, pursue the carrier.
3. Sony Music will accept proof of delivery (“P.O.D.”) requests up to 10 days following the date of purchase. Sony Music will charge the Customer for any direct charges incurred by Sony Music to obtain P.O.D. plus a $10 fee for each P.O.D. obtained.
RETURNS
1. GENERAL
  If Sony Music agrees to accept the return of a Product from a Customer, Sony Music will issue a Return Authorization in accordance with these B2B Terms and Conditions.
  
  For the purpose of this section F), the amount to be credited for each Product returned under a Return Authorization will be the most recent net price (after any discounts and before tax) for the applicable Product as reflected on the Customer’s most recent invoice on which the Product was sold. The amount to be credited will be applied to the credit card used for the Customer’s most recent purchase from Sony Music through the Website and following receipt, inspection and confirmation that the returned Products conform with these B2B Terms and Conditions and, if required by Sony Music, following confirmation of the applicable credit card number by the Customer.
2. CONDITIONS
  1. The following categories of Products may not be returned to Sony Music:
    1. Products marked as promotional and not for sale, and any Products with packaging that Sony Music has marked or “punched” to indicate that the Products are not for resale;
    2. Products deleted from the catalogue of Sony Music for more than 120 days;
    3. Products that have been opened or breached (other than Products that have manufacturing defects);
    4. Products sold on a non-return or one-way-sale basis; and
    5. Products containing a vinyl configuration.
  2. Products for which the Customer has requested and received a Return Authorization must be received by Sony Music within 30 days from the date the Return Authorization is issued or Sony Music may refuse to accept such Products.
  3. Returned Products that do not conform with these B2B Terms and Conditions will be returned to the Customer at the Customer’s expense. Sony Music will charge the shipping cost to the credit card used for the Customer’s most recent purchase through the Website or ship such Products on a C.O.D. basis.
  4. For greater certainty, Products for which the returned Products are exchanged in accordance with these B2B Terms and Conditions will only be shipped after receipt, inspection and confirmation that the returned Products conform with these B2B Terms and Conditions.
3. PROCEDURE
  1. A Customer must submit a “Request for Return Authorization” form to [email protected] containing the following information:
    - Account number
    - Account name
    - Customer’s reference number
    - Itemized listing of titles including selection number and UPC
    - Quantity (in units) of each of the Products to be returned
  2. Each Request for Return Authorization must be identified separately as one of the following:
    1. Mis-Shipped Products/Damaged Products – Any Product that has been damaged during shipment or mis-shipped to the Customer.
    2. Deleted Products – Products in respect of which Sony Music has published in a Delete Notification letter.
    3. Recalled Products – Products for which Sony Music has issued a recall because of quality defects or other reasons.
    4. Overstock – All other types of Products to be returned that are in their original, factory sealed condition. Products with slightly ripped shrink-wrap or with a Customer’s price stickers affixed are acceptable for return as Overstock.
  3. Each Product on a Request for Return Authorization identified as a Mis-shipped Product/Damaged Product or Recalled Product must be itemized separately.
  4. Once eligibility has been confirmed, Sony Music will issue a Return Authorization to the Customer for the specified Products showing the number of units of each Product that Sony Music will issue a credit for exchange to the Customer.
  5. Customers may only return Products originally purchased from Sony Music.
  6. In the event of a discrepancy between a Return Authorization and the actual units of eligible Product received by Sony Music, the units received and counted by Sony Music will be correct and used as the basis for the credit for exchange given to the Customer.
4. SHIPPING
  1. Products subject to a Return Authorization must be shipped with the freight prepaid by the Customer to:
    Sony Music Entertainment Canada Inc. – Attn: Returns
    c/o Radiant Global Logistics
    1280 Courtneypark Drive East, Door #1
    Mississauga, Ontario
    L5T 1N6
  2. Each shipping carton must show the Customer’s name, the Return Authorization number, the carton number and number of cartons in the shipment, the carton number that contains the packing slip, and the Customer’s reference number.
  3. All authorized returns of defective Products for exchange must be shipped in separate shipping cartons that are separate from the regular returns and are identified as “Defective”.
  4. Each shipping carton must be in good condition and must not exceed 22 kilograms (50 pounds) in weight.
  5. Acceptance of any carrier receipt document by Sony Music does not imply unconditional acceptance of the Products returned by Customers. Actual value of returned Products will be determined by Sony Music when the returned Products are processed.
  6. Failure to comply with the above instructions may result in the Products or any other items shipped being refused and shipped back to Customer at the Customer’s expense. Sony Music will charge the shipping cost to the credit card used for the Customer’s most recent purchase through the Website or ship such Products on a C.O.D. basis.
PERSONAL INFORMATION
In order to become a Customer, purchase and receive Products through the Website, Sony Music will require certain personally identifiable information relating to the Customer account. Such personally identifiable information will be collected, used, maintained and disclosed in accordance with Sony Music’s privacy policy, located at www.sonymusic.ca/privacy/en/
EXCLUSION AND LIMITATION OF LIABILITY
1. FOR ANY BREACH OF THESE B2B TERMS AND CONDITIONS, SONY MUSIC'S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE OF THE PRODUCTS ORDERED BY CUSTOMER ON THE APPLICABLE PURCHASE ORDER.
2. IN NO EVENT WILL SONY MUSIC BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTIAL, SPECIAL DAMAGES OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, EXPENDITURES, INVESTMENTS, COMMITMENTS OR LOST PROFITS) ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO THE PURCHASE OF THE PRODUCTS HEREUNDER, WHETHER SUCH CLAIM IS BASED IN CONTRACT, STATUTE, TORT, IMPLIED DUTIES OR OBLIGATIONS OR OTHER LEGAL THEORY.
3. SONY MUSIC SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THESE B2B TERMS AND CONDITIONS DUE, DIRECTLY OR INDIRECTLY, TO MATTERS BEYOND THE CONTROL OF SONY MUSIC INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF ANY MACHINE, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM OR TRANSMISSION LINK OR ANY LABOUR DISPUTE OR ACT OF GOD.
4. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE WEBSITE. SONY MUSIC MAKES NO REPRESENTATOINS OR WARRANTIES THAT THE WEBSITE, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THE WEBSITE, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. SONY MUSIC DOES NOT WARRANT THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
GENERAL
1. These B2B Terms and Conditions and all transactions occurring through or in connection with the Website shall be governed by and interpreted pursuant to the laws of the Province of Ontario and the federal laws applicable therein, and only the Ontario Courts shall have jurisdiction over any controversies arising from these B2B Terms and Conditions.
2. English shall be the language of the B2B Terms and Conditions and the Website.
3. If any part of these B2B Terms and Conditions shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of these B2B Terms and Conditions shall remain in full force and effect.
4. Customers shall not be entitled to any rebate, credit, reimbursement, or fee arising from non-readable, invalid, inaccurate, illegible or missing UPC markings on any Products.
5. These B2B Terms and Conditions set forth the entire understanding between Sony Music and the Customer with respect to their subject matter, and take precedence over and may not be amended by any terms and conditions that may be contained in any Customer order or form.
6. No waiver of any term or condition will affect Sony Music or the Customer's right to enforce such term or condition or to exercise any right or remedy in the event of any other default.
7. Any Customer reselling any Products that include an audiovisual component in the Province of Quebec shall provide Sony Music with the appropriate documentation evidencing compliance with The Cinema Act (Quebec) (RSQ c.18.1), if applicable.
8. The Customer may not assign these B2B Terms and Conditions or any of their rights or obligations hereunder without Sony Music’s prior written consent. Sony Music may, at its election, assign these B2B Terms and Conditions or any of its rights or obligations hereunder to a parent, subsidiary, affiliate or any person acquiring all or substantially all of its assets.
9. The captions preceding the text of the various provisions of these B2B Terms and Conditions are inserted solely for reference and shall not constitute a part of the B2B Terms and Conditions nor affect their meaning, construction or effect. Every word or phrase defined herein shall, unless specified to the contrary, have the same meaning throughout. As used herein, wherever applicable, the singular shall include the plural and the plural shall include the singular.
10. These B2B Terms and Conditions may be amended or deleted at any time by Sony Music by written notice to the Customer.
11. These B2B Terms and Conditions will remain in effect until terminated by Sony Music upon written notice.