Terms & Privacy

  1. Introduction

    1. Welcome to the OpenSea website www.opensea.com.au (“Site”). The Site is owned and operated by OpenSea Music Pty Ltd (“OpenSea”). Please read these Terms & Conditions carefully. By accessing or using the Site you become a user of the Site (“User”).
    2. As a User of the Site you acknowledge that you have read and understood these Terms & Conditions and that you agree to be bound by these Terms & Conditions, whether or not you become an account holder on the Site (“Agreement”). These Terms & Conditions are to be read and understood in conjunction with any OpenSea licence agreement, which you enter into when you licence music from the Site (“Licence Agreement”). OpenSea reserves the right to alter, modify, add to or change in any way, any provision of these Terms & Conditions and may, in its absolute discretion, limit or expand the services available via the Site without giving prior notice to the Users.

  2. Proprietary Rights in the Site

    1. All material on the Site including, but not limited to, underlying software, code, design, text, graphics, footage, sound recordings, musical works and other files are owned by or licensed to OpenSea (“OpenSea Materials”). All rights in the OpenSea Materials are reserved. The OpenSea Materials shall not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written consent of OpenSea.
    2. All trademarks, logos, trade dress and service marks on the Site are either trademarks or registered trademarks of OpenSea or third parties that have authorised such use and may not be copied, imitated, or used, in whole or in part, without the prior written consent of OpenSea.

  3. Music Licences

    1. OpenSea issues synchronisation licenses to enable you to legally use master sound recordings and the musical works embodied thereon in your audio-visual works.
    2. For the purposes of this Agreement, master sound recordings and the musical works embodied thereon shall be referred to jointly and individually as the “Track(s)”.
    3. When Track(s) are licensed, OpenSea grants to the User a non-exclusive, non-transferable right to use and reproduce the applicable Track(s) in accordance with the rights and restrictions set out within the applicable Licence Agreement.
    4. Each Licence Agreement sets out the rights and restrictions in respect of your use of the applicable Track(s). By paying the applicable licence fee, you agree to comply with the terms set out in the Licence Agreement at all times.
    5. OpenSea also permits you to download a low-resolution version of Track(s) for the sole purpose of testing in your audio-visual project. You acknowledge and understand that this is not a licence to you and you agree that if you wish to use the Track(s) in your final audio-visual project you will enter into the appropriate Licence Agreement with OpenSea.

  4. User Account Membership

    1. In order to use the Site to download Track(s), the User must first set up a user account (“User Account”).
    2. By setting up a User Account, the User authorises OpenSea to store the User’s personal details on the OpenSea database and send the User newsletters and other promotional material related to OpenSea.
    3. Once a User Account is established the User can licence an individual Track by entering into the applicable Licence Agreement with OpenSea.
    4. The User is solely responsible for maintaining the confidentiality of their User Account and password and for all activities that occur under their User Account.
    5. The User must notify OpenSea immediately if they believe their User Account password has been compromised. OpenSea shall not be liable for any loss or damage that the User incurs as a result of a security breach of their User Account, however the User may be liable for losses that OpenSea incurs as a result of such security breaches found to have resulted from any act or omission of the User.

  5. Restrictions

    1. The User agrees not to do any of the following:
      1. Share, sell, give, or allow anyone to use its username, password, or access to the User Account for any reason;
      2. Distribute, share, sell, or give away any Track(s);
      3. Distribute Track(s), except as specifically outlined in a Licence Agreement;
      4. Allow or authorise any third party to use the Track(s) for any purpose or resell, sublicense, or otherwise make available the Track(s) for use or distribution separately or detached from a product or service;
      5. Download software, internet accelerators, or other such applications or automated programs to access or download any Tracks from the Site at any time;
      6. Use the Track(s) in connection with any defamatory, illegal, obscene, immoral, or pornographic materials or purposes; or
      7. Edit, adapt, or modify the Track(s) in any way other than as permitted in a Licence Agreement.
    2. In the event that the User does any of those things listed in Clause 5 (a) above, it shall be deemed to be in breach of these Terms & Conditions and OpenSea shall have the right to immediately terminate that User’s Account and terminate any Licence Agreement in place.
    3. OpenSea reserves the right to remove Track(s) from the Site at any time without prior notice.
    4. OpenSea does not endorse any Track(s), or any opinion, recommendation, or advice expressed in connection with Track(s).

  6. Term

    1. The Term of this Agreement shall commence on the date the User first accesses or starts using the Site and shall continue until the User ceases using the Site or until terminated in accordance with Clause 17.

  7. No Warranties

    1. The Site is provided on an “as is” basis and without representations or warranties of any kind to the User, whether express or implied, including (without limitation):
      1. As to the quality and/or fitness of the Site for a particular use;
      2. Accessibility or warranties that access or use of the Site will be uninterrupted or error-free;
      3. That the Site and/or the Track(s) will be secure or free of viruses or other harmful material or elements, or
      4. That any of the information contained on the Site will be correct, accurate, timely or complete.
    2. The Site may contain technical inaccuracies or typographical or other types of errors. OpenSea has the right to make changes, modifications and updates to the Site at any time without prior notice.

  8. Privacy

    1. OpenSea is committed to protecting its User’s privacy, and will not use any information which it collects in connection with the Site or its Users other than as disclosed at the time of collection.
    2. OpenSea may share User information with marketers or advertisers in the aggregate without making reference to, or identifying individual Users or their contact information.
    3. OpenSea will use its best efforts to ensure that any personal information of the User will not be disclosed to third parties unless OpenSea is required to do so by law or other regulation.
    4. The User agrees that information they have entered into the Site shall be stored in the OpenSea database. While this information will not be disclosed to any third party other than in accordance with these Terms & Conditions, you agree that OpenSea shall not be held liable for the consequences of any ‘hacking’ of its database that may result in User information being compromised.
    5. The User acknowledges that OpenSea may send one or more cookies (small files containing a string of characters) to the User’s computer or other device that uniquely identifies the User’s browser. Cookies are used to improve the quality of the OpenSea service, including – storing user preferences, improving search results, displaying advertising, and tracking user trends and links followed.

  9. Fees & Payment

    1. The User is required to pay the applicable licence fee for the licensed Track(s) in accordance with the applicable Licence Agreement.
    2. Payment can be made by credit card or PayPal.
    3. It is acknowledged that User’s credit card information is not stored by OpenSea, however may be stored by the secure payment gateway web service in accordance with its terms and conditions.
    4. The User is solely responsible for any fees or charges connected with the Licence Agreement.
    5. All payments are non-refundable.

  10. OpenSea Rights

    1. OpenSea, in its sole discretion has the following rights:
      1. Monitor all User download activity from OpenSea at any time in its sole discretion;
      2. Disable any User Account that engages in what OpenSea determines to be a large volume of Tracks on any given day, as such activity may indicate possible violation of these Terms & Conditions;
      3. Limit downloads to a fixed amount of downloads per twenty four (24) hour period, per User;
      4. Investigate any abuse of your username and password in connection with the Site or in connection with this Agreement; and
      5. Take the appropriate action to investigate all potential abuse, which can lead to contacting the individual involved with the violations, account suspension or termination, or other actions deemed necessary by OpenSea.

  11. Copyright Complaints

    1. In the event that you believe that any of the Tracks on the Site violate your copyright, you may send a written notification to [email protected].
    2. OpenSea may in its sole discretion elect to remove any Tracks or take any other action it deems necessary upon receipt of notification pursuant to Clause 11 (a).

  12. Links to External Websites

    1. Throughout the Site Users are able to link to other websites which are not under the control of OpenSea. OpenSea has no control over the nature, content and availability of those external websites. The inclusion of any links on the Site does not imply a recommendation or endorsement of the goods and services, or opinions contained within such third party websites.

  13. Disclaimer

    1. OpenSea is in no way responsible for the conduct and behaviour of any User, whether on the Site or otherwise.
    2. OpenSea is in no way responsible for:
      1. Any incorrect or inaccurate content on the Site; or
      2. The consequences of any malfunction of any equipment or programming associated with the operation of the Site.
    3. There may be times when the Site is temporarily unavailable to the User due to maintenance, or for other reasons beyond the control of OpenSea. In the event that the Site is unavailable OpenSea is in no way responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to User information.
    4. OpenSea is in no way responsible for any problems or technical malfunction of any telephone networks, servers or providers, computer equipment, software, failure of email, on account of technical problems or traffic congestion on the Internet including any damage to the User’s computer or device in connection to or resulting from the use of the Site in any way.

  14. User Warranties

    1. THE USER WARRANTS THE FOLLOWING:
      1. THAT OPENSEA SHALL NOT BE IN ANY WAY LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF MONEY, GOODWILL, REPUTATION OR DATA ARISING FROM THE USER’S USE OF THE SITE OR THE SERVICE; AND
      2. THAT THE USER WILL NOT HOLD OPENSEA RESPONSIBLE FOR OTHER USERS’ ACTS OR OMISSIONS, INCLUDING ANYTHING IN CONNECTION WITH THE TRACKS. THE USER AGREES THAT OPENSEA HAS NO CONTROL OVER, AND DOES NOT GUARANTEE, AND DISCLAIMS ANY AND ALL LIABILITY FOR THE QUALITY OF THE COMMUNICATIONS OR TRACKS AND THE ACCURACY OF INFORMATION ON THE SITE.

  15. Indemnity

    1. The User indemnifies OpenSea, and holds its officers, directors, employees and licensors harmless from any and all claims, demands and damages (including but not limited to legal fees) made by a third party due to or arising from or related to the User’s violation of these Terms & Conditions, the User’s acts or omissions, or the User’s violation of any laws, regulations or third party rights.
    2. The User indemnifies OpenSea, and holds its officers, directors, employees and licensors harmless from any and all claims, demands and damages (including but not limited to legal fees) made by a third party in the event that any content or information contained on the Site is incorrect or in any way misleading.
    3. The User hereby indemnifies OpenSea, its officers, directors, employees and licensors against any loss or damage suffered in the event that any aspect of the Site does not function as intended for any reason beyond the reasonable control of OpenSea.
    4. Should OpenSea in its sole discretion, determine that any party has breached these Terms & Conditions, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.

  16. Assignment

    1. The User acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of OpenSea. OpenSea reserves its right to assign this Agreement (in whole or in part) at any time.

  17. Termination

    1. Without limiting the generality of any other Clause contained in this Agreement, OpenSea may terminate this Agreement immediately by notice in writing if, in it’s reasonable opinion the User is in breach of a material term of this Agreement; or for any other reason in accordance with this Agreement.
    2. Termination by OpenSea pursuant to this Agreement shall not relieve the User of their obligation to pay all amounts due and payable at the date of termination and to continue to comply with any applicable Licence Agreements entered into at the time of termination.
    3. If notice of termination is given to the User, OpenSea may in addition to terminating the Agreement:-
      1. Disable the User Account in order to prevent the User accessing files stored therein;
      2. Retain any monies paid to OpenSea by the User;
      3. Be regarded as discharged from any further obligations under this Agreement; and
      4. Pursue any additional or alternative remedies provided by law.

  18. GST

    1. All amounts payable under any Licence Agreement are deemed to be exclusive of any applicable goods and services tax which shall be payable in addition to any other amount specified as payable on the Site.

  19. Governing Law and Jurisdiction

    1. These Terms & Conditions and the access and use of the Site shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using the Site, the Users accepts that any dispute under these Terms & Conditions or arising out of access and/or use of the Site shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using the Site, Users hereby submit to the jurisdiction of such courts for such purposes.
    2. Users are solely responsible for compliance with any applicable laws of the country from which they access this Site.