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Terms & Conditions

Terms & Conditions of Radio Ready Production Web Site Use

This page states the “Terms & Conditions of Use” under which customers and users (collectively “Users”) may use Radio Ready Production and other Web sites under the Company’s control (whether partial or otherwise). Access to this Web site and the use of information on it is subject to these Terms & Conditions of Use. You should carefully read these Terms & Conditions of Use. These Terms & Conditions are subject to change at any time. It is the responsibility of the User to review these terms each time they use the site. By proceeding further, by viewing, requesting an estimate or information, or by placing an order, you will be deemed to have accepted them and are agreeing to the following:

You will not transmit through the site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.

You agree not to use the service for illegal purposes.

Definitions

In these Terms & Conditions of Use, the following terms shall have the meanings indicated:

  • “Customers” means individuals or entities who use this Web site or the services of Radio Ready Production or who undertake any other business with the Radio Ready Production;
  • “Radio Ready” and “Radio Ready Production” refers to Radio Ready Production [LLC];
  • “Privacy Policy” means our statement of practices as regards to the privacy and security of the Customer’s information when accessing and/or using this Web site and any of the features hereon, as amended by us from time to time;
  • “Service(s)” means the services to be provided by Radio Ready
  • “Terms & Conditions of Use” and “Agreement” means the Terms & Conditions of Radio Ready Production as referred to and/or contained herein;
  • “You” means any and all persons accessing or using this Web site and/or availing of any information and/or services available on or via this Web site;
  • “We,” “our,” and “us” means Radio Ready.
  • “Materials” means images and contents, including but not limited to images, photographs, website text, software, pictures, graphics, video clips, audio clips, digital downloads, data, messages or any and all other information contained in and controlled by the Web site.

Links to Other Sites

This Web site contains hypertext links to Web sites not maintained by Radio Ready Production or any member of Radio Ready Production. Neither Radio Ready Production nor any member of Radio Ready Production endorses or represents the reliability, accuracy, or quality of any information, goods, services, or products displayed or advertised on such other Web sites. No member of Radio Ready Production is or shall be (or be deemed to be) a party to any contract that you may or do enter into with the providers of such goods, services or products. You are reminded that different terms and conditions of use will apply to you as a user of such Web sites. Radio Ready Production hereby disclaims any and all liability for the content of such Web sites and any loss or damage of any nature suffered by you as a result: (a) of accessing or using such Web sites; or (b) availing of or acquiring any or all of the goods, services or products advertised or available on or via such Web sites; or (c) any viruses or similar defects contained on or arising from any such other websites. The use by you of such Web sites is at your sole risk.

General

Radio Ready Production makes no claims that the Materials may be lawfully viewed or downloaded outside of the U.S. Access to the Materials may not be legal by certain persons or in certain countries. If Users access this site from outside of the U.S., they do so at their own risk and are solely responsible for compliance with the laws of, or applicable to, their jurisdiction. Jurisdiction for any claims arising under the Agreement, including but not limited to these Terms & Conditions of Use, shall lie exclusively with the state and federal courts within the state of Missouri and the Terms & Conditions of Use shall be construed in accordance with the law of the U.S. If any provision of these Terms & Conditions of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms & Conditions of Use, which shall remain in full force and effect and shall be given effect to the maximum extent possible. No waiver of any term of these Terms & Conditions of Use shall be deemed a further or continuing waiver of such term or any other term. You agree to be subject to jurisdiction and venue of state and federal courts sitting in the state of Missouri. You further agree that all disputes regarding or arising out of these Terms & Conditions of Use shall be brought only in a state or federal court sitting in the state of Missouri and not any other Court. All references in these Terms & Conditions of Use to dollar amounts or currency shall refer to United States Dollars.

Disclaimer as to Accuracy of Information

Care has been taken in the preparation of the information contained on this Web site. However, we do not make any representations or warranties as to the accuracy of the information contained on this Web site.

Privacy Policy

Radio Ready Production will use your personal data in the manner set out in its Privacy Policy. However, in the event of a conflict between the Privacy Policy and these Terms & Conditions of Use, the Terms & Conditions of Use shall prevail.

Click here to read our Privacy Policy.

Copyrights

The Materials on the Web site are copyrighted by the Company, its affiliates or its licensors under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by the Company, its affiliates or its licensors. The Materials may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale or redistributed in any way without the prior written permission of the Company and its applicable licensors, with the sole exception that User may print copies of the Materials for User’s personal, non-commercial use. User must abide by all copyright notices, information or restrictions contained in or attached to any Material. User agrees not to reproduce, duplicate, copy, sell, resell or exploit for any non-profit, personal or commercial purposes any portion of the Website, including, without limitation, any of the Materials or access to the Website. You agree that we retain the sole and exclusive ownership and all intellectual property rights with respect to all copyrighted materials and that you acquire no ownership interest in any of our copyrighted materials.
The Company does not claim ownership of Content you submit. However, with respect to Content you submit you grant the following world-wide, royalty free and non-exclusive license(s), as applicable: The license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content for the purposes of providing and promoting the Company.

Standard License Terms

(a)We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide, 1-year license, to use the Materials for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Materials, including, without limitation, all copyright and other intellectual property rights relating to the Materials, are retained by Radio Ready Production or the supplier of the Materials, as the case may be.

Permitted Standard License Uses:

(a) You may only use the Materials for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Materials in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Materials; or (ii) if the original Materials has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Materials nor is the Materials capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Materials and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should either obtain an Extended License or contact Radio Ready Production for guidance. Any use of the Materials that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Materials, although you may transfer files containing Materials or Permitted Derivative Works to your clients, vendors, media, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Materials and cannot access or extract it from any file you provide. You may install and use the Materials in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Materials

1. advertising and promotional projects, including radio, TV, phone messaging, film and video presentations, commercials, (ie. not for resale or license);

2. entertainment applications, such as video, broadcast and theatrical presentations;

3. on–line or electronic including web pages; and

4. any other uses approved in writing by Radio Ready Production.

If there is any doubt that a proposed use is a Permitted Use, you should contact Radio Ready Production for guidance.

[Standard License Prohibitions]

(a) Prohibited Uses. You may not do anything with the Materials that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:

1. use the Materials in audio template applications intended for resale, whether on-line or not, including, without limitation, Web site templates, Flash templates, jingle packages, music bed packages, and electronic greeting card templates;

2. use or display the Materials on Web sites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including radio spots, voice-overs, tv commercials and video presentations (this includes custom designed Web sites, as well as commercial sites);

3. use the Materials in any items for resale, license or other distribution for profit;

4. incorporate the Materials in any product that results in a re-distribution or re-use of the Materials (such as electronic greeting card Web sites, Web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Materials as an electronic file;

5. use the Materials in a fashion that is considered by Radio Ready Production (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Materials into disrepute;

6. reverse engineer, decompile, or disassemble any part of the Materials;

7. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Materials;

8. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Materials or the rights granted under this Agreement;

9. post a copy of the Materials on a network server or Web server for use by other users;

10. use or display the Materials in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

11. use the Materials for editorial purposes without including the following credit adjacent to the Materials: “©Radio Ready Production; or

12. either individually or in combination with others, reproduce the Materials, or an element of the Materials, in excess of 500,000 times without obtaining an Extended License, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements on Web sites or to broadcast by radio, television, Web-cast or theatrical production.

Extended Liscense Terms

Purchasing an Extended Liscense allows perpetual, non-transferable, world-wide, non-expiring use of materials, or elements of materials, in excess of 500,000 uses to a limit of 1,000,000. Use Standard Liscense uses and prohibitions (a) 1-11 still apply with the Extended Liscense. Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Materials, including, without limitation, all copyright and other intellectual property rights relating to the Materials, are retained by Radio Ready Production or the supplier of the Materials, as the case may be. Price of Extended Liscense is subject to change without notice. Contact Radio Ready Productions for current pricing and purchase. If reproduction exceeding the Extended Liscense is needed, contact Radio Ready Production to discuss available options.

Excess Flight Run

In the event you contravene Standard Liscence (a)(xii) above without purchasing an Extended License, you further agree to notify Radio Ready Production in the event that you (or a combination of you and others involved with you) reproduce the Materials, or an element of the Materials in excess of 500,000 times. Such disclosure notice must be sent to Radio Ready Production each and every month after which the Materials, or an element of the Materials, have been reproduced in aggregate over the term of this Agreement in excess of 500,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be require disclosure of those reproductions which are in excess of 500,000. Radio Ready Production shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

Confidential Information and Trade Secrets

(a) You hereby acknowledge that you may gain access to information that the we deem to be confidential and/or proprietary information and which has commercial value in its business and is not in the public domain. “Confidential Information” means any and all proprietary business information of Radio Ready that does not constitute a Trade Secret (as hereafter defined), including any proprietary business information of which you become aware as a result of your use of the Web Site. “Trade Secrets” means information related to the business or services of Radio Ready or its affiliates which: (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by you who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts by Radio Ready or its affiliates that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature, (b) identifying any oral presentation or communication as confidential immediately before, during, or after such oral presentation or communication, or (c) otherwise treating such information as confidential. “Trade Secret” means, without limitation, any and all technical and non-technical data related to designs, programs, research, drawings, techniques, standards, inventions, finances, actual or potential customers and suppliers, research, development, marketing, and existing and future products and employees of Radio Ready and its affiliates. “Company Information” means, collectively, the Confidential Information and Trade Secrets.

(b) You will not disclose company information. Furthermore, except as contemplated by this Agreement you will not: (i) make any use of our Company Information; (ii) acquire any right in or assert any lien against our Company Information; (iii) disclose our Company Information to a third party except as permitted by this Agreement or with our written permission or (iv) refuse to promptly return, provide a copy of, or destroy our Company Information upon our request.

(c) You will immediately report to us any use or disclosure of Company Information that is not permitted by this Agreement or other written agreement of the parties.

Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Materials and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Materials for any purpose. The Agreement also terminates without notice from Radio Ready Production if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Materials and for any purpose; (ii) destroy or delete all copies and archives of the Materials or accompanying materials; and (iii) if requested, confirm to Radio Ready Production in writing that you have complied with these requirements. All provisions of these Terms & Conditions of Use which pertain to the protection of copyrighted material or other intellectual property rights, indemnification, and responsibility for payment of costs and fees incurred prior to termination shall survive any termination of these Terms & Conditions of Use.

(b) Radio Ready Production reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Materials with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for contract, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Materials immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Materials. You agree not to use the replaced Materials, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Materials, or any Permitted Derivative Works, in products that already exist.

Limited Representations and Warranties

(a) THE MATERIALS ARE PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. RADIO READY PRODUCTION DOES NOT REPRESENT OR WARRANT THAT THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIALS IS WITH YOU. SHOULD THE MATERIALS PROVE DEFECTIVE, YOU (AND NOT RADIO READY PRODUCTION) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

(b) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction. It is the intent of Radio Ready to disclaim all express and implied warranties to the maximum extent permitted by applicable law.

Limitation of Warranties and Liability

(a) Radio Ready Production’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Materials, or out of your actions in downloading the Materials, shall be as follows:

You may, upon request to Radio Ready Production, be permitted to receive the Materials again, in a format Radio Ready Production will provide for you.

(b) IN NO EVENT SHALL RADIO READY PRODUCTION OR ANY OF ITS AFFILIATES OR MATERIALS PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE MATERIALS, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF RADIO READY PRODUCTION UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO RADIO READY PRODUCTION

(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IT IS THE INTENT OF RAIDIO READY PRODUCTION AND YOU TO EXCLUDE RADIO READY PRODUCTIONS LIABILITY FOR INCEDENTIAL AND CONSEQUENTIAL DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification
You agree to indemnify, defend and hold Radio Ready Production, its affiliates, its Materials providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Radio Ready Production Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Radio Ready Production Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the original contract and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) Radio Ready Production’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without Radio Ready Production’s prior written consent. Radio Ready Production may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(d) You represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States. You agree to provide true, accurate, current and complete information about yourself. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has te right to suspend or terminate the agreement and refuse any and all current or future services provided by the Company (or any portion thereof).

(e) You agree not to upload, post, email, transit or otherwise make available any material containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

(f) You understand that the technical processing and transmission of services provided by the Company, including your Content, may involve (1)transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices.

(g) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(h) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Materials, pursuant to this Agreement, and to indemnify and hold harmless Radio Ready Productions for all such taxes and duties.

(i) This Agreement will be governed under the laws of the State of Missouri and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Materials was received, or such other address as you may advise us in writing to use, from time to time.

(j) The parties have requested that this Agreement and all related documents be drawn up in English.

(k) Nothing in these Terms & Conditions of Use is intended to create a partnership, joint venture or agency relationship between you and us.

(l) You acknowledge that any violation of the provisions of these Terms & Conditions headed “Blank” would cause us to suffer substantial, immediate and irreparable injury and damage, which damage would be difficult if not impossible to ascertain to determine with certainty. You agree that those covenants are reasonably necessary to protect and preserve our interests. Without limiting any of the other remedial provisions of these Terms & Conditions of Use, you agree that we will be entitled to a temporary restraining order and preliminary and permanent injunctions to prevent a breach of any of those provisions. You waive any requirement that we submit proof of make proof of the economic value of any Company Information or post a bond or any other form of security in connection with any such injunctive relief. You further agree to pay our reasonable expenses, including but not limited to attorney’s fees, incurred in obtaining such equitable relief or incurred in pursuing and obtaining any other remedies for a breach of these Terms & Conditions of Use.

Contact

If you have concerns relating to this Agreement, please contact Radio Ready Production at marketsmart@visionworks.com or via phone at (573) 449-8567.

Acknowledgment

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF RADIO READY PRODUCTION AGREEING TO PROVIDE THE MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS & CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VISIONWORKS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND RADIO READY PRODUCTION RELATING TO THE SUBJECT OF THIS AGREEMENT.

Amendments

The Company retains the right to change the content of the Website or these Terms & Conditions at any time. Any changes made to these Terms & Conditions shall be effective immediately upon posting. The User’s continued Use of the Website constitutes acceptance of those changes.

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