Terms & Conditions


Effective as of 1 February 2022

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY.



1. INTRODUCTION

D.mon Music LLC (“D.mon Music”, “we,” “us,” or “our”) provides professional music production, co-production, ghost production, mixing and mastering, audio editing, sound design, and related services (each, a “Service,” and collectively, the “Services”) through our website located at https://dmon-music.com (the “Site”) and any features, content, applications, messaging, or tools made available by D.mon Music in connection with the Site.

These Terms and Conditions (this “Agreement”) constitute a binding legal agreement between you (“you,” “your,” or “Client”) and D.mon Music and apply to your access to the Site and use of the Services.

This Agreement includes our policies for acceptable use of the Site and Services, and your rights, obligations, and restrictions regarding your use of the Site and Services. In order to participate in certain Services, you may be required to download software or other content and/or agree to additional terms and conditions. If you are unsure which software you need to access the Site or use the Services, it is your responsibility to inquire by emailing Dmon@Dmon-music.com. If you do not make such a request prior to using the Site or Services, you assume the risk and responsibility of not having the correct or required software.

If there is a conflict between this Agreement and terms posted for or applicable to a specific portion of the Site or specific Service(s), the terms applicable to that portion of the Site or such Service(s) shall control with respect to your use of that portion of the Site or those Service(s).



2. ACCEPTANCE AND MODIFICATION OF THIS AGREEMENT

(a) Acceptance. Please read this Agreement carefully. You must accept all terms and conditions contained in this Agreement before accessing or using the Site or Services. If you do not accept this Agreement, you must leave the Site and discontinue use of the Services immediately. By accessing the Site or using the Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement.

(b) Modifications. We may modify this Agreement from time to time by posting amendments on the Site, and such modifications shall be effective upon posting. Our right to modify includes the right to add, remove, or amend terms. By accessing the Site or using the Services after modifications are posted, you agree to be bound by the modified Agreement from the time of such access or use. You should periodically review this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the “Effective as of” date above.

(c) Compliance. You are authorized to access the Site and use the Services only if you comply with all applicable laws, rules, regulations, orders, this Agreement, and any other agreements between you and D.mon Music regarding the Services. If you breach this Agreement, any other agreement between you and D.mon Music, or applicable laws/rules/regulations/orders, your authorization to access the Site and use the Services automatically terminates.



3. TERM AND TERMINATION

(a) Term. This Agreement remains in full force and effect while you access the Site, use the Services, or have any account or ongoing relationship with D.mon Music.

(b) Termination/Suspension. D.mon Music reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to change, modify, suspend, discontinue, or terminate the Site and/or any or all Services, and to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or Services and/or take technical and/or legal steps to prevent you from accessing the Site or Services.

(c) Repeat Infringers. We may terminate access if, under appropriate circumstances and without limitation, a user is determined to be a repeat copyright infringer.

(d) Survival. Anything to the contrary notwithstanding, after your access to the Site or use of the Services is terminated, this Agreement remains in effect and fully applicable to your access/use prior to termination, and any provisions that by their nature should survive shall survive, including but not limited to intellectual property, disclaimers, limitation of liability, indemnity, dispute resolution, and governing law.



4. PROPRIETARY RIGHTS; INTELLECTUAL PROPERTY

(a) D.mon Music Content. The Site and Services contain text, files, photos, pictures, graphics, images, illustrations, videos, musical works, sound recordings, other audio and sounds, icons, links, software, data, comments, and other content, files, materials, and works of authorship (collectively, “Content”) of D.mon Music and third parties (other than content you provide) (“D.mon Music Content”). The Site and Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (“Trademarks”) of D.mon Music and third parties (“D.mon Music Trademarks”). Content and Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity, and other laws. Any Trademarks not owned by D.mon Music are used for identification/information purposes only. As between you and D.mon Music, D.mon Music retains ownership of all intellectual property and proprietary rights in D.mon Music Content, D.mon Music Trademarks, the Site and the Services, and you retain ownership of your own content and trademarks.

(b) Limited License to View. D.mon Music grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display D.mon Music Content (excluding software code) solely in connection with viewing the Site and using the Services as provided in this Agreement, provided that you shall not use, copy, modify, translate, create derivative works based upon, publish, broadcast, transmit, distribute, publicly perform, reproduce, publicly display, republish, download, or sell any D.mon Music Content unless expressly authorized pursuant to this Agreement or another agreement between you and D.mon Music. All rights not expressly granted are reserved.

(c) Trademarks/Domain. You shall not copy, imitate, or use any D.mon Music Trademark, domain name, or any other feature of the Site or Services, in whole or in part, without prior written permission. Nothing in the Site or Services shall be construed as granting any license or right to use any D.mon Music Trademark, domain name, or other feature of the Site except as expressly set forth herein.



5. CLIENT MATERIALS; DELIVERABLES; RIGHTS

(a) Client Materials. All materials provided by clients remain the Client’s intellectual property unless otherwise agreed in writing.

(b) Deliverables. “Deliverables” means the work product we provide to you as part of the Services (e.g., audio files, stems, mixes, masters, project exports). The scope, format, and any included files are defined by the selected Service description, invoice, proposal, or written agreement.

(c) Credits and Royalties (Default). By default, our Services (including ghost production and co-production) do NOT require credit or royalties unless otherwise agreed in writing.

(d) NDA / Confidentiality. If the Client requires confidentiality, the parties may enter into a Non-Disclosure Agreement (“NDA”). Where an NDA exists, its confidentiality terms control with respect to the covered project(s). Any additional terms regarding attribution, portfolio display, usage, or disclosure must be stated in writing and/or in the NDA.

(e) Portfolio Use. D.mon Music reserves the right to include excerpts of completed work in its portfolio unless restricted by a signed NDA or other written restriction agreed by the parties.

(f) Unauthorized Use. Unauthorized use or distribution of D.mon Music intellectual property (including but not limited to Site content, branding, and proprietary materials not delivered to the Client as part of the Services) is strictly prohibited.



6. PROHIBITED CONTENT

(a) Prohibited Content. This is a partial list of Content that is illegal or prohibited to post on or through the Site or Services. Such Content includes content that D.mon Music, in its sole discretion, determines:

  • Is unlawful, infringing, or violates any third-party rights (copyright, trademark, patent, trade secret, privacy, publicity, contract right, etc.);
  • Promotes illegal or unauthorized copying of copyrighted works, provides information to circumvent copy-protect devices, provides pirated music, or links to pirated files;
  • Is patently offensive or promotes racism, bigotry, hatred, or physical harm against any group or individual;
  • Involves commercial activities and/or sales not expressly permitted by this Agreement or another agreement with D.mon Music;
  • Contains malicious code or attempts to compromise systems or data.

(b) Removal. D.mon Music may refuse to post, delay posting, remove, hide, stop publicly displaying, or delete any Content that in our sole judgment violates this Agreement or for any or no reason, with or without prior notice, and without liability to you or any third party.

(c) Security. You are solely responsible for your access to the Site and use of the Services and for any content you transmit. No transmission over the internet is guaranteed to be 100% secure. We cannot guarantee that any content you submit will be free from unauthorized third-party intrusion or use. You submit content at your own risk.

(d) No Endorsement. D.mon Music does not endorse and has no control over content posted by users. We do not necessarily review user content prior to posting and it does not necessarily reflect our opinions or policies. We assume no responsibility or liability for user content and make no warranties regarding accuracy, reliability, or ownership.



7. PROHIBITED ACTIVITY

(a) Prohibited Activity. This is a partial list of activity that is illegal or prohibited on the Site or Services. Such activity includes activity that, in our sole discretion:

  • Constitutes infringement, theft, or unauthorized disclosure of trade secrets;
  • Uses information obtained from the Site or Services to contact, advertise to, solicit, or sell to any user without our prior explicit consent;
  • Breaches or circumvents laws, third-party rights, or our systems/policies;
  • Circumvents or modifies, attempts to circumvent or modify, or encourages others to circumvent or modify security technology or software that is part of the Site or Services;
  • Covers or obscures advertisements or ownership/copyright information on any page via HTML/CSS or other means;
  • Uses automated systems (scripts, bots, crawling/scraping) to access the Site or Services;
  • Interferes with, disrupts, or creates an undue burden on the Site/Services or connected networks;
  • Attempts to impersonate another person or entity;
  • Uses any account/password not belonging to you, discloses your password to third parties (except password managers), or permits third parties to access your account;
  • Sells or transfers any account;
  • Harasses, abuses, or harms another person;
  • “Frames” or “mirrors” any portion of the Site or Services on any other website/server;
  • Harvests or collects information about users without consent.

(b) No Responsibility for User Conduct. Under no circumstances shall D.mon Music be responsible for the conduct of users, whether online or offline.



8. MONITORING

(a) No Duty to Monitor. D.mon Music assumes no obligation to monitor the Site or Services for inappropriate content or conduct. Notwithstanding, we reserve the right to investigate and take appropriate action (including legal action) against anyone who violates this Agreement, including:

  • Removing prohibited content;
  • Terminating or suspending access;
  • Reporting to law enforcement where appropriate;
  • Disclosing content and circumstances surrounding its transmission and other information as necessary to operate the Site/Services, protect us and users, and comply with legal obligations or governmental requests.


9. USER AGREEMENTS; REPRESENTATIONS

(a) Accuracy. You agree to provide accurate, complete, and updated information where required.

(b) No Fraud. You must not use the Site or Services for fraudulent or misleading purposes.

(c) Rights to Materials. You represent and warrant that you own or have secured all rights, permissions, and licenses necessary for any materials you provide to us and for any requested use of such materials within the Services.

(d) No Infringement Requests. You agree not to request or require us to create, deliver, or assist with infringing content. We may refuse any project we suspect may be unlawful or infringing.

(e) Digital Signatures. You understand and accept the lawfulness of electronic signatures as legally binding for written agreements to the extent permitted by law.



10. FEES, PAYMENT, TAXES, RISK, AND REFUNDS

(a) Fees. Fees are quoted in United States dollars (“USD”) and are listed on the Site and/or in proposals/invoices.

(b) Temporary Changes. Temporary changes (e.g., promotions) may be posted and effective on the date(s) announced.

(c) Payment Timing. Clients are obliged to pay all fees when due as stated on the Site, proposal, invoice, or otherwise in writing.

(d) Taxes. You are responsible for paying any governmental taxes and fees associated with your purchase (including sales, use, or value-added taxes (VAT)). Paying taxes of any kind is not our responsibility.

(e) Non-Payment. In case of non-payment, failure of payment methods, or past-due accounts, we may, in addition to other remedies:

  • Limit your ability to use the Services;
  • Collect fees owed using any lawful collection method.

(f) Refunds. To the fullest extent permitted by law, we may choose not to refund fees paid in cases including, without limitation:

  • Breach of this Agreement;
  • Requests involving illegal or infringing content;
  • Where Services have been performed in whole or in part, or Deliverables have been delivered or made available;
  • Any other breach of this Agreement or applicable law where we determine refunds are not due.

Notwithstanding the above, we may provide a refund, discount, or other consideration in our sole discretion where we determine it is appropriate (for example, where a paid service cannot be completed due to a verified issue attributable to us).

(g) Risk of Loss / Delivery. Any risk associated with delivery of digital files passes to you upon delivery to the agreed delivery method (e.g., email, download link, or file transfer platform). You are responsible for maintaining backups of delivered files.

(h) File Availability. If we provide downloadable files via link, availability periods (if any) may be stated in writing. After expiration (if applicable), we are not obligated to re-upload files or provide refunds.



11. REPRESENTATIONS AND WARRANTIES

You represent, warrant, and covenant that:

(a) Your information is accurate, complete, and updated, and you will not use the Site/Services for fraudulent purposes.

(b) You are 13 years of age or older.

(c) If you are under 18 but 13 or older, you possess parental/guardian consent to use the Site/Services.

(d) You are able and competent to enter into this Agreement and comply with it.

(e) You intend to perform under this Agreement.

(f) Your access to the Site or use of the Services does not violate any law or third-party agreement.

(g) You will not use the Site or Services if you are under 13.



12. COPYRIGHT POLICY (DMCA)

(a) Policy. When we receive a proper copyright notice, our policy is to promptly remove, block, or disable access to allegedly infringing content, and we may terminate repeat infringers in accordance with applicable law, including the Digital Millennium Copyright Act (“DMCA”).

(b) Reporting. If you are a copyright owner and believe your work has been used in a way that constitutes infringement, you may contact us at Dmon@Dmon-music.com with sufficient details to investigate.



13. THIRD-PARTY WEBSITES

(a) Links. Links to third-party websites are provided for convenience. If you use such links, you leave the Site. We do not control and are not responsible for third-party websites, their content, or policies. Your use is subject to their terms and privacy policies. Accessing third-party sites is at your own risk.



14. DISCLAIMERS

(a) AS-IS. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED BY LAW, D.MON MUSIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES REGARDING RELIABILITY, PERFORMANCE, ACCURACY, OR COMPLETENESS OF CONTENT.

(b) No Guarantee. Although we may endeavor in good faith to remedy errors, we do not warrant that the Site or Services will operate without error or interruption or that all errors will be corrected. We have no liability associated with inoperability, performance issues, inability, or delays in access.

(c) Technical Issues. We are not responsible for technical malfunctions of networks, systems, servers, providers, equipment, or software due to technical issues or traffic congestion, including any injury or damage related to participation or downloading materials.



15. LIMITATION ON LIABILITY

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL D.MON MUSIC OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS, OR REPRESENTATIVES (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Without limiting the foregoing, to the extent permitted by law, related parties shall not be liable for damages or losses resulting directly or indirectly from:

  • Your use or inability to use the Site/Services;
  • Any guidance provided by us;
  • Interruptions, bugs, or errors;
  • Damage to hardware from use of the Site/Services;
  • Actions/omissions of third parties;
  • Suspension or termination of access.

(c) Some jurisdictions do not allow certain disclaimers/exclusions; to the extent prohibited, they may not apply.

(d) If any related party is found liable, aggregate liability for all claims arising under or related to this Agreement, the Site, or Services shall be limited to the lesser of:

  • (i) One hundred dollars ($100.00 USD); or
  • (ii) The fees actually paid to and retained by D.mon Music for the specific service giving rise to liability.


16. INDEMNITY

You agree to indemnify and hold harmless D.mon Music and related parties from and against any and all claims arising out of or related to:

(a) Your access to or use of the Site/Services;

(b) Your violation of any third-party right (copyright, trademark, privacy, etc.);

(c) Your breach of this Agreement;

(d) Any content you submit or requests you make that are unlawful or infringing.



17. DISPUTES WITH OTHER USERS

(a) If you interact with other users (including via any public features), you do so at your own risk and are solely responsible for such interactions.

(b) Disputes between users should be addressed directly between the parties. We may, but have no obligation to, facilitate disputes.

(c) If you have a dispute with one or more users, you release D.mon Music and related parties from claims related to such disputes, to the extent permitted by law.



18. DISPUTES WITH D.MON MUSIC

Any claim or dispute arising between you and D.mon Music with respect to this Agreement shall be resolved in accordance with the dispute resolution provisions below.



19. APPLICABLE LAW

Except to the extent inconsistent with or preempted by federal law, this Agreement and any dispute arising under it shall be governed by the laws of the State of California, without regard to conflict of laws rules.



20. AGREEMENT TO ARBITRATE

(a) Arbitration. You and D.mon Music agree that any and all claims and disputes arising between you and us pursuant to this Agreement and your use of the Site or Services shall be resolved exclusively through final and binding arbitration. Alternatively, you may assert claims in small claims court if the claim qualifies, so long as it remains on an individual (non-class) basis. The Federal Arbitration Act shall govern this agreement to arbitrate.

(b) Individual Basis Only. You and D.mon Music agree that each party may bring claims only on an individual basis and not as part of a class or representative action. Unless both parties agree otherwise, the arbitrator may not consolidate claims or preside over a class proceeding. Relief may be awarded only to the individual bringing the action.

(c) AAA Rules; Notice. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including AAA Consumer Arbitration Rules (as applicable), as modified by this Agreement. AAA rules are available at www.adr.org. A party intending to seek arbitration shall send the other a notice of the dispute by email. Notices to D.mon Music shall be sent to Dmon@Dmon-music.com. If the parties are unable to resolve the dispute within 30 days after such notice is received, either party may initiate arbitration. The arbitration hearing shall be held in a mutually agreed location, and if a location cannot be agreed, the hearing shall be held via Zoom. The arbitrator’s award shall be consistent with this Agreement and final and binding, and judgment may be entered in any court with jurisdiction. Payment of filing/administration/arbitrator fees shall be governed by AAA rules.

(d) Severability in Arbitration Clause. If an arbitrator or court decides that any portion of this section is invalid or unenforceable, all other portions shall continue to apply, except as otherwise required by law.

(e) Opt-Out. If you are a new user, you can opt out of this agreement to arbitrate by emailing a written opt-out notice no later than 30 days after you accept this Agreement for the first time. The opt-out notice should be emailed to Dmon@Dmon-music.com and should state that you are opting out of arbitration and include your name, address, phone number, account information (if any), email, signature, and date.

(f) Future Amendments. If we amend this agreement to arbitrate in the future, the amendment shall not apply to claims filed prior to the effective date of the amendment.

(g) Court Venue if Arbitration Not Applicable. If arbitration does not apply (including due to valid opt-out), you agree that disputes shall be resolved exclusively by a state or federal court located in Los Angeles, California, and you consent to personal jurisdiction there.



21. NOTICES

Notices under this Agreement shall be directed:

(a) If to D.mon Music: Dmon@Dmon-music.com

(b) If to you: the email address you provided in connection with your communications or account (if any).



22. ACTS OF GOD (FORCE MAJEURE)

D.mon Music shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond our reasonable control, including acts of God, war, terrorism, riot, fire, flood, pandemic, disaster, government acts, strike, lockout, or power/internet failure.



23. ASSIGNMENT

(a) You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold in our sole discretion. Any attempted assignment without consent is null and void.

(b) This Agreement is binding on the parties and their respective successors and permitted assigns.



24. RELATIONSHIP OF THE PARTIES

You and D.mon Music enter into this Agreement as independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.



25. FURTHER GENERAL PROVISIONS

(a) Entire Agreement. This Agreement, the Privacy Policy (if any), and any other agreements between you and D.mon Music constitute the entire agreement regarding your access to the Site and use of the Services and supersede all prior or contemporaneous agreements and understandings.

(b) No Waiver. Failure to exercise or enforce any right or provision shall not operate as a waiver.

(c) Headings. Headings are for convenience only and do not affect interpretation.

(d) No Authority. No party may create obligations on behalf of the other except as expressly set forth.

(e) Severability. If any provision of this Agreement is declared invalid/unlawful/void/unenforceable, it shall be severed and the remaining provisions remain in full force. The invalid provision shall be reformed to the maximum extent permitted by law to reflect the parties’ intent.



By using the Site or Services, you confirm that you have read, understood, and agreed to these Terms and Conditions.