DURP Terms of Use

Welcome to The Mechanical Licensing Collective (“The MLC,” “we,” “us,” or “our”) Distributor Unmatched Recordings Portal (“DURP”), which allows Music Distributors and Users (defined below) (collectively, “you”) to interact with custom views and to download subsets of publicly available data (from the Musical Works Database) related to unmatched musical works and sound recordings. These DURP Terms of Use specifically govern your access and use of the DURP located at durp.themlc.com.

The MLC Privacy Policy, Website Terms of Use, and any other policies or rules concerning your use of the DURP are available on our website and are incorporated into these DURP Terms of Use (the “DURP Terms”). Before using the DURP, please read these DURP Terms carefully. By accessing our services and features on the website, browsing, using, and/or registering in the DURP, you (or any entity on whose behalf you are acting) acknowledge that you have read, understand, and agree to be bound by these DURP Terms.

‍1.     Definitions
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          (a) “Music Distributor” means an entity that facilitates the commercial release of sound recordings to digital music providers engaged in covered activities pursuant to 17 USC § 115(a).

          (b) “User(s)” means the following categories of users who have access to a Music Distributor account verified through login credentials (i.e., username and password):

                    (i) “Account Owner” is an individual of Music Distributor who creates an account to access and use the DURP. An Account Owner has access to all functionality and features within the DURP and is authorized to grant access to Admin Users and General Users.

                    (ii) “Admin User(s)”is an individual with access to a Music Distributor account within the DURP. An Admin User has access to all functionality and features within the DURP and is can view and revise account settings and manage User access.

                    (iii) “General User(s)”is an individual with access to a Music Distributor account within the DURP. A General User cannot add or remove Users or view or revise account settings.

‍2.     DURP Account Access and Registration

‍The DURP permits Users to (1) request access to DURP and the activation of a Music Distributor account if the Music Distributor is listed as an eligible entity on the Request Access page of the DURP website located at https://www.durp.themlc.com/request-access, (2) create new Admin and General User accounts and update User account profiles; (3) access permitted areas of the DURP to analyze data associated with unmatched musical works and sound recordings; and (4) register additional User accounts and configure permissions for General Users.

          a.      DURP Registration. To request access to the DURP, a person (i.e., the Account Owner) must complete the online request form by providing certain information, which may include, without limitation, name, work title/position, email address, and phone number. Once the requested information is confirmed, an Account Owner account will be created, which will allow the Account Owner to create Admin User and General User accounts associated with a Music Distributor and its data.

          b.      User Representations and Warranties. Asa User, you represent and warrant that you have the full right, power, and authority to create, access, maintain, and/or use a Music Distributor account and to perform the acts required to comply with these DURP Terms. As a User, you further represent and warrant that all account information is complete, truthful, and correct. All Users agree to maintain and update the accuracy of such information whenever necessary or as verifiably requested by The MLC. You grant to us and to all other persons and entities involved in the operation of the DURP the right to use, store, monitor, retrieve, and transmit your account information in connection with the operation of the DURP and as otherwise provided herein. As noted above, you agree that all information you provide to register with this DURP is governed by our Privacy Policy, which is incorporated into these DURP Terms by reference for all purposes. 

‍3.     DURP Account Information

‍You can review and change your personal data by logging into your DURP account. You acknowledge, consent, and agree that we may access, preserve, and disclose your account information if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (a) comply with legal processes; (b) enforce these DURP Terms; (c) respond to any rights claims; (d)provide certain customized features of the DURP to you, if any; (e) respond if you contact us for any reason; or (f) protect the rights, property, or personal safety of The MLC, other Music Distributors/Users, and the public.

You represent and warrant to The MLC that your access and use of the DURP is and will remain in compliance with these Terms and all applicable laws.

‍4.     User and Music Distributor Obligations

Users

Users are responsible, and jointly and severally liable with Music Distributors, for all uses of the DURP, directly or indirectly, whether such access or use is permitted by or in violation of these DURP Terms. Users are responsible, and jointly and severally liable with any Music Distributors, for all information provided to The MLC.

Users are responsible for the deployment of physical, technical, organizational, and administrative security measures and policies to protect access to and use of User and Music Distributor accounts, account login identification and password information, and all information provided to The MLC. Such measures and policies shall protect against unauthorized access to and use of the DURP by others and shall ensure the proper and accurate disclosure of information submitted via the DURP.  

‍Music Distributors 

Music Distributors are responsible and jointly and severally liable with each User for all uses of the DURP, directly or indirectly, whether such access or use by such Users is permitted by or in violation of these DURP Terms.

Without limiting the generality of the foregoing, Music Distributors shall be responsible for all acts and omissions of any Users that have access to their User account(s) in the DURP. Any act or omission by any User that would constitute a breach of these DURP Terms will be deemed a breach of these DURP Terms by Music Distributor. Music Distributors are solely responsible for all information provided to The MLC via their DURP account(s) or otherwise on their behalf and for all activities that occur using any login information associated with their Music Distributor account(s).

Music Distributors shall be responsible for:      
          i.         ensuring that all individuals that have access to their Music Distributor DURP account(s) comply with these DURP Terms;
          ii.         granting, managing, and rescinding User access to Music Distributor DURP account(s); and
          iii.         the deployment of physical, technical, organizational, and administrative security measures and policies to protect access to and use of User and Music Distributor accounts, account login identification and password information, and all information provided to The MLC through a Music Distributor DURP account(s) or otherwise. Such measures and policies shall protect against unauthorized access to and use of the DURP by Users and others and shall ensure the proper and accurate disclosure of information submitted via the DURP. 

‍5.     DURP Account Password

‍The DURP may implement technology that enables us to recognize you as the accountholder and provide you with direct access to your account when you revisit the DURP. Notwithstanding the foregoing, you are solely responsible for maintaining the confidentiality of your account and password and for restricting computer access. You agree not to provide any individuals access to your account for the DURP unless they are an authorized User (i.e., an Account Owner, Admin User, or General User). You accept full responsibility for any use of or action taken under your login information and hereby releases The MLC from any and all liability concerning such activity. Users of public or shared devices should log out of the DURP at the completion of each visit.

If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your username or password), you agree to immediately notify The MLC by any of the methods described here.

The MLC has no obligation to inquire as to the authority or proprietary use of or action taken under one or more of a Music Distributor’s usernames or passwords and will not be responsible for any loss to Music Distributors arising from any such use or action or from a Music Distributor’s failure to comply with these DURP Terms. You are solely liable for losses incurred by you, The MLC, or others due to any unauthorized use of your account.

6.     Intellectual Property

‍The DURP contains copyrighted and proprietary subject matter. The DURP (including the design, compilation, selection, coordination, arrangement, and enhancement of all software, user interfaces, and any related documentation provided by The MLC to facilitate any use of any aspect of the DURP) is the property of The MLC, its suppliers, and/or its licensors and is protected by applicable U.S. and international laws, including copyright and trademark laws. You acknowledge that all such rights are valid and enforceable. You may not remove or obscure any copyright or other proprietary notices contained on the DURP. You are not permitted to use any trade names, trademarks, service marks, trade dress, and related logos of The MLC and its affiliated legal entities and licensors (collectively, the “Marks”)unless you first receive prior written and express consent to do so from The MLC or the third party that may own such Marks.

‍7.     Service Testing

‍From time to time, we test various aspects of the DURP, including the platform, user interfaces, applicable service levels, features, functionality, and availability of the DURP. We reserve the right to include you in or exclude you from these tests without notice. We will not be liable for any reason if the DURP is unavailable at any time or period during these tests.

‍8.     Disclaimer of Warranties

‍THE MLC PROVIDES THE DURP “AS IS”AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, ORSTATUTORY. THE MLC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY,AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OFPERFORMANCE, OR USAGE OF TRADE RELATING TO THIS DURP. THE MLC DOES NOT WARRANTTHAT YOUR USE OF THE DURP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THATDEFECTS WILL BE CORRECTED, OR THAT THE DURP OR THE SERVER(S) ON WHICH THE DURPIS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THATYOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL EQUIPMENT NEEDED TOACCESS AND USE THE DURP AND ALL CHARGES RELATED TO THE USE OF THE DURP. YOUASSUME ALL RESPONSIBILITY AND RISKS IN CONNECITON WITH YOUR USE OF THE DURP.

IF YOU BECOME AWARE OF ANYUNAUTHORIZED USE OF YOUR ACCOUNT OR LOSS OF YOUR ACCOUNT CREDENTIALS, OR IF YOUSUSPECT A SECURITY BREACH, IN ADDITION TO THE STEPS OUTLINED IN SECTION 5 HEREIN, PLEASE NOTIFY US IMMEDIATELY BY CONTACTING SUPPORT HERE.

DATA CONTAINED IN THE DURP HASBEEN PROVIDED TO THE MLC BY THIRD PARTY DIGITAL MUSIC SERVICE PROVIDERS. THE MLC MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THEACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE. THE MLC SPECIFICALLY DISCLAIMSANY AND ALL LIABILITY ON THE PART OF ANY PARTY FOR ANY LOSS OR DAMAGES WHICHMAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THEINFORMATION IN THE DURP, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DURP.

‍9.     Limitation on Liability

‍TO THE FULLEST EXTENT PROVIDED BYLAW, IN NO EVENT WILL THE MLC OR ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS,OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGALTHEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THEDURP, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, ORPUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN ANDSUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESSOR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, ANDWHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OROTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITYTHAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SPECIFICALLY INCLUDING17 USC 115(d)(11)(D).

‍10.  Indemnification

Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless The MLC, officers, directors, employees, and applicable vendors from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys' fees) arising from, relating to, or resulting from(a) your breach or alleged breach of these DURP Terms, including any covenants, representations and warranties therein; (b) your access to, use, misuse, or alleged misuse of the DURP; or (c) your violation or alleged violation of any law or any right of any third party.

‍11.  DURP Account Suspension or Termination

You agree that your access to the DURP may be suspended or terminated without prior notice, and you agree that The MLC will not be liable to you or any third party for any such suspension or termination. The MLC reserves the right to modify, suspend, or discontinue the DURP and/or access to it at any time and without notice to you. The MLC specifically reserves the right to suspend or terminate your account or deny access, use, and registration privileges to any User at any time for any reason, including but not limited to: (1) your account has been inactive; (2) The MLC determines, in its sole discretion, the DURP is being used for fraudulent or criminal activities or in violation of any applicable law or regulation, these DURP Terms, or in a manner that The MLC deems creates an undue regulatory, security, financial, or reputational risk; or (3) The MLC, any MLC suppliers or third party vendors, or any regulatory, governmental, or other law enforcement authority requires The MLC to terminate or suspend access or use of the DURP. Upon any deactivation by The MLC, you r ability to use the DURP will automatically terminate.

The MLC will not be liable to you or any third party should it exercise such rights to suspend, terminate, modify or change the DURP and/or DURP access, even if your use of the DURP is impacted by the change. These remedies are in addition to any other remedies that The MLC may have at law or in equity. Notwithstanding the foregoing, if you believe your access to the DURP was suspended or terminated in error, please email The MLC at notices@themlc.com within seven (7) days of the termination date to appeal the decision. Reinstatement of your access to the DURP will be in The MLC’s reasonable discretion.

‍12.  Geographic Restrictions

The MLC is based in the State of Tennessee in the United States. We and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. If you access the DURP from outside the United States, you do so on your own initiative and are responsible for compliance with applicable laws.
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‍13.  Governing Law

All matters relating to these DURP Terms and any dispute or claim arising from or related to these DURP Terms will be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice of law or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these DURP Terms will be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, in each case located in the City of Nashville and County of Davidson.

‍14.  Modification of the DURP Terms

We reserve the right, at our discretion, to change, modify, add, or remove portions of these DURP Terms at any time for any reason. We may notify you of such changes through a variety of reasonable means, including a change to the “Last Updated” date set forth above. All changes are effective immediately. Please check these DURP Terms periodically for changes. Your continued use of the DURP after the posting of changes constitutes your binding acceptance of such changes.

15.  Contact Information 

We welcome your questions, comments, and concerns about these DURP Terms using our below contact information by visiting here or 

The MLC
Attn: DURP Terms
333 11th Avenue South
Suite 200
Nashville, TN 37203
legal@themlc.com