BY PROCEEDING TO THE UNCLAIMED WORKS PORTAL, YOU HAVE WAIVED CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE CMRRA AND ITS LICENSEES.
1. Acceptance of Terms and Conditions, Release, and Arbitration Agreement
1.1. This is a Legal Agreement. These Terms and Conditions of Use and Arbitration Agreement (the “Terms and Conditions”) constitute a binding legal agreement entered into between you and the Canadian Musical Reproduction Rights Agency Ltd. (“CMRRA”). The Terms and Conditions govern your access to and use of the content, functionality, and services offered on and through the Unclaimed Works Portal (the “Portal”). You acknowledge that you will benefit from having ongoing access to the Portal and the right to use it, and, in exchange for that benefit, you agree to be bound by these Terms and Conditions. If you do not agree, you will not be granted access and you may not use the Portal.
2. Description and Use of the Portal
2.1. Description of the Portal. The Portal is an online application offered by CMRRA. It permits you to review a list of musical works offered by certain online music services who are licensed by CMRRA (each, a “Service”), claim an interest in the reproduction rights in any musical works that you own, administer, or control, and provide certain instructions to CMRRA in relation to those works, as described in section 2.2 of these Terms & Conditions.
2.2. Use of the Portal. You acknowledge and agree that the Portal is designed and implemented exclusively for business purposes and that you will access and use it exclusively for the purpose of reviewing the information it contains with a view to determining whether musical works that you own, administer, or control (“Your Works”) appear to have been used by one or more Services. If you believe that any of Your Works have been so used, you may then provide further information to identify Your Works, and the nature and extent of your interest in them, and either (i) authorize CMRRA to license Your Works to Services in accordance with Schedule ‘C’ of the CMRRA Publisher Affiliation Agreement, (ii) advise CMRRA that you prefer to license Your Works to Services directly, or (iii) advise CMRRA that you do not want Your Works to be used by Services and direct CMRRA to send takedown requests on your behalf. You acknowledge and agree that CMRRA cannot control whether a Service will honour any takedown request sent by CMRRA on your behalf.
2.3. Claiming an Interest. You understand and agree that claiming an interest, through the Portal, in relation to a musical work does not entitle you to be compensated for the use of that work by any Service. CMRRA must first assess your claim, and any other information you submit, to verify whether you are in fact entitled to compensation, and may require additional documentation to verify your claim and/or the information you submit. Click <here> to learn more about the verification process.
2.4. No Third Party Access. You acknowledge and agree that you will not (i) grant access to the Portal, or disclose its contents, to any third party, or (ii) use any information you obtain through the Portal for any purpose other than as necessary for the licensing of musical works in accordance with these Terms and Conditions.
2.5. Accuracy of Information. You represent and warrant that any information you provide to CMRRA through the Portal will be true and accurate.
2.6. Use of Information. The information we receive from you through the Portal may be disclosed to (i) any parent, subsidiary, or affiliate of CMRRA, to be used in connection with the development and maintenance of accurate records of the ownership and administration of copyright in musical works; (ii) to the public through publication on the Portal; (iii) to licence applicants and licensees, including Services; (iv) to other purported rightsholders, in the event of conflicting claims or information; and (v) otherwise as required by law, including by order of any court of competent jurisdiction.
2.7. Termination. In the event of any breach by you of these Terms and Conditions, CMRRA shall be entitled to terminate your access to and use of the Portal immediately, without further notice.
3. Release of Claims and Covenant Not to Sue
3.1. Release of Claims. On your own behalf and on behalf of (i) any person or entity on whose behalf you administer copyright or otherwise act as agent in relation to any musical work listed on the Portal at any time, (ii) your and their respective parents, subsidiaries, and affiliates, and (iii) each of your and their respective shareholders, directors, officers, employees, agents, principals, representatives, insurers, heirs, executors, administrators, predecessors, successors, assigns, and other legally appointed representatives, past, present, and future (collectively, the “Releasors”), you hereby irrevocably and unconditionally release CMRRA, each Service, their respective parents, subsidiaries, and affiliates, and each of their respective shareholders, directors, officers, employees, agents, representatives, insurers, heirs, executors, administrators, predecessors, successors, assigns, and other legally appointed representatives, past, present, and future (collectively, the “Releasees”), from any and all claims of any kind that the Releasors have ever had, now have, or may have in the future, whether known or unknown, relating directly or indirectly, in any way, to (A) any use by a Service, at any time, of any and all musical works in which a Releasor has or asserts any past, present, or future right title or interest, including but not limited to claims of copyright infringement, (B) the authorization by CMRRA of any such use by a Service, (C) the use of the Portal, (D) your use of or reliance on any information obtained through the Portal, (E) the verification or assessment of ownership claims or other information that you submit through the Portal, or (F) the collection and distribution of royalties for the use of musical works (collectively, the “Claims”).
3.2. Covenant Not to Sue. The Releasors covenant not to make any claim or demand, or commence or threaten to commence any action or other proceeding against (i) the Releasees in connection with any of the Claims, or (ii) any third party that might be entitled to claim contribution, indemnity, or any other relief from any Releasee in connection with any of the Claims. These Terms and Conditions are a complete bar to any such claim, demand, action or other proceeding.
4. Dispute Resolution
4.1. Dispute Resolution. Any dispute, claim, demand, or controversy between, among, or involving you, CMRRA, any Service, and/or any person or entity included within the definitions of the terms “Releasor” and “Releasee” in these Terms and Conditions, and related in any way to the Portal or the Claims (each, a “Dispute”), if not resolved through consultation and good-faith negotiation between or among the parties, shall be resolved by arbitration conducted in accordance with the rules of an arbitration body designated by CMRRA. To the extent that there is any difference between the rules of the arbitration body selected and these Terms and Conditions, these Terms and Conditions shall prevail.
4.2. No Class Arbitration. Arbitration will not be conducted on a group, class-wide, multiple claimant, consolidated, or similar basis.
4.3. No Class Action. On your own behalf and on behalf of the other Releasors, you hereby covenant and agree not to commence, authorize, maintain, support, or participate in any class proceeding, including a class action or a class counterclaim, in relation to any Dispute against CMRRA, any Service, and/or any other Releasee, and expressly waive any right you or any Releasor may have at law or in equity to do so.
4.4. Conduct of Arbitration. The arbitration will be heard in Toronto, Ontario, by a single arbitrator appointed in accordance with the rules of the arbitration body selected by CMRRA. The arbitration shall be commenced by way of written notice given to the parties to the Dispute. All parties shall bear their own costs of participating in the arbitration, except the arbitrator’s fees and disbursements, which shall be borne equally between them. All aspects of the arbitration, including statements made and documents produced within the arbitration, will be confidential in nature and will not be admissible in any subsequent legal proceeding.
4.5. Awards and Decisions. The arbitrator will not have the authority to award punitive or aggravated damages. The parties to the arbitration will be bound by the provisions of any limitation period or the time by which claims must be brought under applicable law, including but not limited to the Copyright Act, R.S.C. 1985, c. C-42. The award and decision of the arbitrator will be final and binding. There will be no appeal from the award of the arbitrator on questions of fact, law, or mixed fact and law. Judgment on the award may be entered in any court of competent jurisdiction. The parties acknowledge and agree that any arbitration award may be enforced against any party to the arbitration in a court of competent jurisdiction and no such party shall have any right to contest the validity or enforceability of such award.
4.6. Summary Judgment. The parties acknowledge and agree that any provision in any applicable arbitration statute that seeks to limit the effect of these dispute resolution provisions to any Dispute on the basis that the Dispute is proper for summary judgment shall not be applicable.
5. Other Terms and Conditions.
5.1. Entire Agreement. These Terms and Conditions and the CMRRA Direct – Terms of Use constitute the entire agreement between CMRRA and you, and supersede any previous discussions, understandings, or agreements, in relation to their subject matter. In the event of a conflict between these Terms and Conditions and the CMRRA Direct – Terms of Use in relation to your access and use of the Portal, these Terms and Conditions shall prevail.
5.2. Governing Law. The laws of Ontario and the laws of Canada applicable in that province, excluding any rule or principle of conflicts of law that may provide otherwise, govern these Terms and Conditions.
5.3. Survival. The release and covenant not to sue in Article 3 and the dispute resolution provisions in Article 4 shall survive the termination of the user’s access to or use of the Portal and continue in perpetuity.
5.4. Severability. If any term or provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in any jurisdiction, whether by statute, common law, or at equity, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
5.5. Binding Effect. These Terms and Conditions bind and enure to the benefit of the parties and their respective heirs, successors, assigns, trustees, executors, administrators, and other legally appointed representatives.
5.6. Third-Party Beneficiaries. The parties expressly acknowledge and agree that these Terms and Conditions, including but not limited to the release and covenant not to sue in Article 3 and the dispute resolution provisions in Article 4, are intended both to benefit and to bind each and every Releasor and Releasee, including but not limited to the Services, all of whom are third-party beneficiaries of this agreement.
5.7. Acknowledgement. You acknowledge and agree that you fully understand these Terms and Conditions, have had the opportunity to obtain independent legal advice, and voluntarily agree to be bound by the Terms and Conditions in exchange for the benefit of having ongoing access to, and the right to use, the Portal and the content, functionality, and services offered on or through it.
