Terms and Conditions

CMC Picanto Terms and Conditions of Use

Thanks for choosing to use Picanto! Picanto, along with this website or application, is owned and operated by the Canadian Music Centre (“CMC”, “we”, “us”, “our”). CMC is a registered charity that promotes the work of Canadian composers. Picanto provides services with social and interactive features for streaming music and other content as well as other products and services that may be developed from time to time.

LEGAL AGREEMENT
1. Your Acceptance of these Terms and Conditions of Use. Please read these Terms and Conditions of Use (the “Terms”) carefully before accessing or using Picanto. These Terms apply to all users of the Service (each a “User”), including viewers and submitters of Content (which may be individual artists, co-creators, and organizations). By registering for an Account (described below), logging into an Account, otherwise accessing or using any of the Picanto services, including all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with our services (collectively, the “Picanto Service” or “Service”), or accessing any music, videos, or other content or material that is made available through the Service (the “Content”), you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms, conditions, and policies referenced herein and/or made available by hyperlink, including our Privacy Policy.
  If you do not agree with (or cannot comply with) these Terms, then you may not use the Picanto Service or access any Content.
2. Specific Terms Applicable to Content Submitters. You may submit proprietary, Canadian audio or video Content (“Artist Content”) to Picanto by registering for an Account, and following the process described on the Picanto website. In addition to these Terms, specific terms and conditions apply to the submission of Content to us. These additional terms and conditions, the “Artist Content Submission Terms” can be found here: https://www.picanto.ca/en/page/terms-and-conditions/#submission-terms. Please note that not all content may be eligible for distribution by CMC through the Picanto Service.
3. Personal Information. You acknowledge and agree that by providing CMC with your personal information, you consent to the collection, use, and disclosure of such information in accordance with our Privacy Policy and for the purposes identified to you at the time you provide the personal information. To view our Privacy Policy, please visit the following hyperlink: https://www.picanto.ca/en/page/privacy-policy/
4. Changes to the Picanto Service and these Terms. The Service and these Terms may be modified from time to time, without prior notice to you. When we make material changes to these Terms, we will provide you with notice as appropriate under the circumstances (e.g. by displaying a prominent notice within the Service or by sending you an email). Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. As such, please make sure that you read any such notice carefully. If you do not wish to continue using the Service under the new version of these Terms, you may terminate your Account by contacting us as set out in Section 13.7. Unless explicitly stated otherwise, any new or additional features that CMC chooses to provide that augment or enhance the current Picanto Service, including the release of new products and services, will be subject to these Terms.
YOUR ACCOUNT
1. Account Information. To access certain Content, you may be required to create an account on our website (“Picanto Account” or “Account”). You are responsible for ensuring the accuracy of the information included in your Account, including updating your information as necessary. Any personal information you provide in connection with your Account will be retained, used, and disclosed in accordance with our Privacy Policy.
2. Account Eligibility. By registering for an Account, you are representing and warranting that: (i) you own or have sufficient authorization to use the computer, mobile device, technology, or other device you use to access the Picanto Service (“Devices”); and (ii) you will access and use the Picanto Service solely in accordance with, and for the purposes consistent with, these Terms. Only one person may use a Picanto Account; two or more people may not share a Picanto Account.
3. Account Security. All activity conducted in connection with your Account will be your responsibility, as you are deemed to be in sole possession and control of the confidential password necessary to access your Account. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your Account by a third party, you must notify us immediately and change your password as soon as possible.
4. Suspension or Termination of your Account. Without limiting any other remedies, we may suspend or terminate your Account or your access to the Service (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, including the Content, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Service except with our express permission.
5. Use of the Services by a Minor. You must be the age of majority in the Canadian province or territory in which you reside in order to register for an Account, or obtain parental or guardian consent to register for an Account. In cases where you have authorized a minor to register for an Account, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor’s access to and use of the Picanto Service; and (iii) the consequences of any use or misuse of the Picanto Service by the minor.
USER GUIDELINES
1. Prohibited Activities. You are prohibited from engaging in any activity, posting any User Content (as defined in Section 7.1 below), or registering and/or using a username, which is or includes material that:
  1. is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  2. is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of CMC or a third party;
  3. includes your password, purposely includes any other user’s password, or purposely includes personal data of third parties or is intended to solicit such personal data;
  4. includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  5. is intended to or does harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination;
  6. impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  7. involves the transmission of unsolicited mass mailings or other forms of spam, junk mail, chain letters, or similar forms of unsolicited communication;
  8. involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by CMC;
  9. links to, references, or otherwise promotes commercial products or services, except as expressly authorized by CMC;
  10. interferes with or in any way disrupts the Picanto Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or CMC’s computer systems, network, or any of CMC’s security components, authentication measures, or any other protection measures applicable to the Service, the Content, or any part thereof; or
  11. conflicts with these Terms, as determined by CMC.
2. Violation of User Guidelines. You acknowledge and agree that posting any User Content that violates these User Guidelines (or that CMC reasonably believes violates these User Guidelines) may result in immediate termination or suspension of your Account or your access to the Picanto Service. You also agree that CMC may reclaim your username for any reason.
3. Public Spaces. Please be thoughtful about how you use the Picanto Service and what you share. The Picanto Service includes social and interactive features, including the ability to post User Content, share User Content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on the Picanto Service or across the web, so please use the Picanto Service carefully and be mindful of your Account settings. CMC has no responsibility for your choices to post material on the Service, or any third party links you post on the Service.
4. The terms and conditions set out in this Section 3 shall collectively be referred to as the “User Guidelines”.
PICANTO SERVICES
1. Description of the Services. The Services include the provision and distribution of Content owned or licensed by CMC, including Artist Content, and proprietary materials of other third-parties. You can find a description of the then-current Services on the Picanto website.
2. Service Options. We will explain which Service options are available to you when you create an Account. Certain Services are made available to you free-of-charge (“Free Service”) or on a “pay-per-view” basis, which will only be available to users for 48 hours (“PPV Service”). In the event that the Picanto Service is interrupted due to a system error, the PPV Service may be extended at CMC's reasonable discretion. Other options may require payment before you can access them (“Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Picanto Service. We are not responsible for the products and services provided by such third parties. We reserve the right to add, modify, terminate, or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.
3. Live Streaming Videos. CMC may enable certain users to distribute and display live streaming videos, concerts, or other pay-per-view performances (collectively, “CMC Performances”). CMC Performances may be available for streaming and/or downloading to users as part of the Free Services or limited to only Paid Subscription users. CMC may also require that users pay an additional fee for access to such CMC Performances.
4. Adult or Mature Content. Certain Content displayed or accessed through the Picanto Service may contain adult or mature content that may be inappropriate for minors. Adult and mature content is only intended for people who are at or above the legal age to view such content. By viewing any such content, you are representing that you are at or above the legal age to view such content and that the content is acceptable to you. Filtering software is commercially available which can be used to exclude content that is not acceptable to you. This software may prevent the display of all or portions of the Content.
5. Third Party Applications. The Picanto Service is integrated with or may otherwise interact with third-party applications, websites, devices, tools, and services (“Third Party Applications”) to make the Picanto Service available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that CMC does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Applications or for any transaction you may enter into with the provider of any such Third Party Applications. CMC does not warrant the compatibility or continuing compatibility of the Third Party Applications with the Service.
FEES AND BILLING
1. Billing. You may purchase a Paid Subscription by paying a subscription fee for the subscription period described to you when you create an Account (“Subscription Period”). CMC may change the price for the Paid Subscriptions, including recurring subscription fees, or Codes (defined below), from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next Subscription Period following the date of the price change. Subject to applicable law, you are deemed to accept the new price by continuing to use the Picanto Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
2. Renewal and Cancellation. Unless your Paid Subscription has been purchased for a pre-paid period, your payment to CMC for the Paid Subscription will automatically renew at the end of the applicable Subscription Period. You may cancel your Paid Subscription at any time before the end of the then-current Subscription Period by contacting us as set out in Section 13.7. The cancellation will take effect the day after the last day of the current Subscription Period, and you will be downgraded to the Free Service. We do not provide refunds or credits for the cancellation of a Paid Subscription before the expiration of a Subscription Period. If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service.
3. Trials. From time to time, we may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). CMC may determine your eligibility for a Trial and withdraw or modify a Trial, at any time, without prior notice and with no liability, to the extent permitted under applicable law. For some Trials, we will require you to provide your payment details to start the Trial. BY PROVIDING SUCH DETAILS YOU AGREE THAT WE MAY AUTOMATICALLY BEGIN CHARGING YOU FOR THE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS OR ANOTHER INTERVAL THAT WE DISCLOSE TO YOU IN ADVANCE. IF YOU DO NOT WISH TO INCUR THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL BY CONTACTING US AS SET OUT IN SECTION 13.7.
4. Promotional Offers. If you have purchased or received a code, gift card, pre-paid offer, or other offer provided or sold by or on behalf of CMC for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.
5. Currency and Taxes. All fees with respect to the Service are quoted in Canadian dollars. You are responsible for paying all applicable taxes with respect to the Paid Subscription.
6. Third Party Payment Provider. With respect to Paid Subscriptions, payment will be made through our payment gateway provider when you create an Account. You will be required to submit your payment details to the relevant third party payment gateway provider, and you may also be required to accept additional terms and conditions in relation to the use of such services. We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third party payment provider.
INTELLECTUAL PROPERTY
1. CMC Property. The Picanto Service and the Content are the property of CMC or CMC’s licensors. CMC owns or holds licenses for the Service, Content, and all data, content, text, graphics, forms, artwork, images, photographs, products, audio clips, digital downloads, data compilations, functional components, software, documentation, products, and other material on, in, or made available through the Service, as well as the selection, coordination, arrangement, organization, and enhancement of the foregoing. The Picanto Service and the Content are not sold or transferred to you, but rather made available to users through restricted licenses, and CMC and its licensors retain ownership of all copies of the Picanto Service and Content, including all software applications, even after installation on your Devices.
2. Brand Features. The Picanto Service and Content are protected pursuant to copyright, trademark, patent, and other applicable laws. Except for third party marks, as between you and CMC, all names, trademarks, service marks, certification marks, symbols, icons, slogans, or logos appearing on our websites or mobile sites, including the Picanto Service, are proprietary to CMC or its affiliates, licensors, or suppliers (“Brand Features”). Use or misuse of the Brand Features is expressly prohibited. Under no circumstances will you have any rights of any kind in or to the Brand Features, and unless otherwise authorized in advance, in writing, by CMC, you may not copy or use any of the Brand Features.
3. Grant of License. Subject to your ongoing compliance with these Terms, CMC grants you a limited, non-exclusive, revocable right and license to access and make personal, non-commercial use of the Picanto Service and the Content (“License”). Except for the License, CMC grants no right, title, or interest to you in the Picanto Service or the Content. This License shall remain in effect until and unless terminated by you or CMC in accordance with these Terms, subject to the following terms and conditions:
  1. you agree to abide by our User Guidelines set out in Section 3;
  2. you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into a third party website, or in any other way exploit the Picanto Service or Content, in whole or in part, unless expressly authorized by CMC in writing; and
  3. you may not use the Picanto Service or the Content, or any part thereof, in any manner not expressly permitted by these Terms.
4. License Restrictions and Prohibited Uses. In addition to other prohibitions set forth in these Terms, you are prohibited from using the Picanto Service or Content for any of the following purposes:
  1. copying, redistributing, reproducing, “ripping,” recording, transferring, performing, displaying to the public, broadcasting, or making available to the public any part of the Picanto Service or the Content, or otherwise making any use of the Picanto Service or the Content which is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Picanto Service or the Content or any part of it;
  2. using the Picanto Service to import or copy any local files that you do not have the legal right to import or copy in this way;
  3. transferring copies of cached Content from an authorized Device to any other Device via any means;
  4. reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Picanto Service, Content, or any part thereof, except to the extent permitted by applicable law;
  5. circumventing any technology used by CMC, its licensors, or any third party to protect the Content or the Service;
  6. selling, renting, sublicensing, or leasing of any part of the Picanto Service or the Content;
  7. circumventing any territorial restrictions applied by CMC or its licensors;
  8. artificially increasing play counts, follow counts, or otherwise manipulating the Service by (i) using any bot, script, or other automated process, (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
  9. removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
  10. circumventing or blocking advertisements, if any, in the Picanto Service, or creating or distributing tools designed to block advertisements in the Picanto Service;
  11. providing your password to any other person or using any other person’s username and password;
  12. “crawling” the Picanto Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from CMC or the Picanto Service;
  13. selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the Content included on an account or playlist; or
  14. artificially promoting Content by automated means or otherwise.
USER CONTENT
1. User Content. The Services offer opportunities for you to engage with other Users and the CMC community. You are solely responsible for any content that you: (i) post, upload, or otherwise contribute to the Service (which may include, for example, pictures, text, messages, information, playlist titles, descriptions, compilations, and/or other types of content); or (ii) post to “public spaces“ that may be made available through the Service (e.g. public chat rooms, discussion groups, forums, etc.), including profile pictures, comments, and usernames (collectively, “User Content”). You are solely responsible for the compliance of such User Content with applicable laws. CMC is not responsible for User Content nor does it endorse any opinion contained in any User Content. You understand that User Content may be transferred unencrypted and involve transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices.
  For the purposes of certainty, “User Content” does not include Artist Content submitted by a User under the Artist Content Submission Terms.
2. User Content License Grant. In the event that you submit any User Content to the Service, you grant CMC a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, adapt, create derivative works from, incorporate in other works, and distribute your User Content in connection with the Service through any medium, in whole or in part, whether alone or in combination with other content or materials, in any manner and by any means, method, or technology, whether now known or hereafter created. To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights in such User Content against CMC, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of the User Content. Aside from the rights specifically granted herein, you retain full ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any moral rights or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback (defined below), and your right to object to derogatory treatment of such User Content.
3. Feedback. If you provide feedback, ideas, or suggestions to CMC in connection with the Picanto Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential, and you authorize CMC to use such Feedback without restriction and without payment to you. For clarity, Feedback is considered User Content.
4. Representations and Warranties. You represent and warrant that, with respect to the User Content: (i) you own or otherwise control all of the necessary rights to such User Content; (ii) such User Content, or its use by CMC as contemplated by these Terms, does not violate these Terms, applicable law, or any third party intellectual property, publicity, personality, or other rights; and (iii) such User Content does not imply any affiliation with or endorsement of you or your User Content by CMC or any artist, band, label, entity, or individual without express written consent from CMC or such individual or entity, as applicable.
5. Removal of User Content. CMC reserves the right to remove or disable access to any User Content for any or no reason. Without limiting the generality of the foregoing, we may, but have no obligation to, monitor, edit, or remove User Content that we determine in our sole discretion to be a violation of the User Guidelines set out in Section 3. CMC may take these actions without prior notification to you or any third party.
DEVICES
1. Device. In consideration for the rights granted to you under these Terms, you grant us the right to: (i) allow the Picanto Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service; and (ii) provide advertising and other information to you.
2. Accessibility. Our websites and mobile sites have been designed and built to comply with applicable Canadian laws with respect to web content accessibility, including without limitation, the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11. CMC has, in addition, designed our website and mobile sites to be compliant with the Web Content Accessibility Guidelines (WCAG) 2.2, Level AA.
3. Mobile Services. If permitted or available through the applicable Picanto Service to (i) upload content via your mobile device and/or tablet; (ii) receive and reply to messages, or to access or make posts using text messaging; (iii) browse the Picanto Service from your mobile device; and/or (iv) access certain features through a mobile application you have downloaded and installed on your mobile device (collectively, the “Mobile Services”), you must have a mobile communications subscription (or have the consent of the applicable subscriber) with a participating carrier or otherwise have access to a mobile communications network that allows CMC to make the Picanto Service available to you. You will ensure that you have any carrier services necessary to download content, and you are responsible for paying any service fees associated with any such access (including data usage, roaming, or text messaging charges for each text message you send and receive on your mobile device). Consult your carrier for information regarding any such costs.
4. Viewing Quality. You acknowledge that listening and viewing quality, and the time it takes to begin listening to or viewing the Content, may vary between Devices, and may be affected by a variety of factors, such as your location, available bandwidth, the quality of your internet or mobile connection, and/or device capabilities. Further, you acknowledge that, from time to time, you may be unable to access the Picanto Service or you may experience audio and/or video re-buffering or drop-outs. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.
LIABILITIES AND LIMITATION OF LIABILITY
1. Service Limitations. CMC will make commercially reasonable efforts to maintain the Picanto Service and keep it operational. However, certain technical difficulties, maintenance, testing, or updates required to reflect changes in applicable laws and regulatory requirements, may, from time to time, result in temporary interruptions. CMC reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Picanto Service, with advance notice where possible, all without liability to you, except where prohibited by applicable law, for any interruption, modification, or discontinuation of the Picanto Service or any function or feature thereof. You understand, agree, and accept that CMC will make reasonable efforts to, although it has no obligation to, maintain, support, upgrade, or update the Service. CMC and/or the owners of any Content may, from time to time, remove any such Content without notice.
2. WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE PICANTO SERVICE AND CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CMC AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER CMC NOR ANY OWNER OF CONTENT WARRANTS THAT THE PICANTO SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR DEVICES; (III) WILL BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT, OR COMPLETE; (IV) WILL CONTINUE TO OPERATE; (V) WILL OPERATE AND BE AVAILABLE WITHOUT INTERRUPTIONS; OR (VI) WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, CMC MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED, OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PICANTO SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CMC IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM CMC SHALL CREATE ANY WARRANTY ON BEHALF OF CMC. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PICANTO SERVICE IS TO UNINSTALL ANY CMC SOFTWARE AND TO STOP USING THE PICANTO SERVICE.
3. CMC Limitation of Liability – No Indirect Damages. To the maximum extent permitted by law, in no event shall CMC or its directors, officers, employees, affiliates, agents, contractors, suppliers, service providers, or licensors be liable for: (i) any indirect, consequential, incidental, exemplary, punitive, or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, or special, characterized as lost revenue, lost savings or revenue, or lost profits, whether based on contract, tort (including negligence), or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill, or other economic loss, arising from, or in connection with, your use of, or inability to use, the Picanto Service, Content, any errors or omissions in any content or materials, or any loss or damage of any kind incurred as a result of the use of the Service or any Content posted, transmitted, or otherwise made available via the Service, even if CMC has been advised of the possibility of such damages in advance.
4. CMC Limitation of Liability. THE MAXIMUM AGGREGATE LIABILITY OF CMC UNDER THESE TERMS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF A BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF: (A) THE AMOUNT PAID OR PAYABLE BY YOU, IF APPLICABLE, FOR THE PAID SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT, OMISSION, OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY HEREUNDER; AND (B) CAD$100.
5. Indemnification by You. You agree to indemnify, defend, and hold harmless CMC and our officers, directors, agents, contractors, licensors, and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your breach of these Terms or the policies they incorporate by reference; (ii) your violation of any applicable laws or the rights of a third party; (iii) any User Content that you post, contribute, or otherwise submit on or through the Service; and (iv) any activity that you engage on or through the Picanto Service.
6. Third Party Beneficiaries. You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this Section, these Terms do not create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of these Terms are not subject to the consent of any other person.
7. Advertisements. CMC may display advertisements for the goods and services of a third party through the Service, including in connection with co-promotions, sponsorships, and other similar arrangements. Some Content licensed by, provided to, created by, or otherwise made available by CMC via the Picanto Service (e.g. videos) may contain advertising as part of the Content. CMC does not endorse or represent, and is not responsible for the compliance, safety, quality, accuracy, reliability, integrity, availability, completeness, usefulness, or legality of any such goods or services that may be advertised, promoted, or displayed through the Service. The Picanto Service makes such advertisements, if any, available to you unmodified.
TERM AND TERMINATION
1. Term. These Terms will continue to apply to you until terminated by either you or CMC. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of these Terms for any reason.
2. Termination. CMC may terminate these Terms and/or suspend your access to the Picanto Service or your Account at any time, including in the event of: (i) your actual or suspected unauthorized use of the Picanto Service and/or Content; (ii) your non-compliance with these Terms, including your violation of the User Guidelines; or (iii) our withdrawal of the Service and/or Content (in which case we shall provide you with reasonable notice in advance of doing so). If you or CMC terminate these Terms, or if CMC suspends your access to the Picanto Service or your Account, you agree that CMC shall have no liability or responsibility to you, and CMC will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate your Account at any time by contacting us as set out in Section 13.7.
3. Survival. Sections 1.3, 3, 6, 7.2, 7.3, 7.4, 8, 9, 10.3, 11, 13, and 14 will survive termination of these Terms. All other provisions of these Terms which by their terms or import are intended to survive such expiration or termination, shall survive.
INTERNATIONAL USE AND EXPORT CONTROLS
1. International Use. Accessing the Picanto Service in certain countries may not be lawful, and CMC makes no representation that the Picanto Service or Content are appropriate or available for use in locations outside Canada. If you choose to access the Picanto Service from outside Canada, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws.
2. Export Controls. Canada controls the export of software, which may include software downloadable through the Service. No software or any other materials associated with the Picanto Service may be downloaded or otherwise exported or re-exported to countries or persons prohibited under applicable export control laws, or any person or entity that: (i) appears on the United Nations Security Council List and is listed as such under any regulation made under the United Nations Act, RSC, 1985, c U-2; or (ii) is listed in a Schedule to any regulation made under the Special Economic Measures Act, SC 1992, c 17. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such software or materials. By using and/or downloading any such software or materials through the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited and that you are not a person or entity to which such export is prohibited.
CONTACTING CMC FOR SUPPORT
1. Customer Support. For customer support with Account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department by contacting us as set out in Section 13.7. We will use commercially reasonable efforts to respond to all Customer Support Queries within a reasonable time frame, but we make no representations or warranties that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
2. Copyright Infringement. CMC respects the rights of intellectual property owners and complies with the Notice to Notice Regime under the Bill C-61 amendment of the Copyright Act, RSC, 1985, c C-42. If you believe that any Content infringes your intellectual property rights or other rights, you may send us a copyright infringement notice by contacting us as set out in Section 13.7 (“Copyright Notice”). For a Copyright Notice to be effective, such notices must be written and must include the following:
  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property interest at issue;
  3. a description of where the copyrighted work or other intellectual property interest at issue is located on the website or application;
  4. information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that the above information in your Copyright Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. CMC encourages you to consult a lawyer before submitting a Copyright Notice.
3. Response to Copyright Notice. If CMC receives a Copyright Notice, CMC may in its sole discretion remove such Content from the Service, or take other steps that CMC deems appropriate, without prior notification to the user or other party who supplied or posted the infringing Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to CMC with a request to restore the removed content, which CMC may or may not do, at CMC’s sole discretion.
Applicable Law and Venue
1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein.
2. Arbitration. Any disputes relating to the Picanto Service shall be resolved by a single arbitrator pursuant to the Arbitrations Act (Ontario), with the arbitration to be held in the City of Toronto and the law applicable thereto shall be the law of the Province of Ontario. The arbitrator appointed pursuant to the Arbitrations Act (Ontario) shall be entitled to award costs of the hearing in addition to the resolution of the dispute, and the decision of any such arbitrator shall be final and binding and not subject to appeal. The costs of the arbitrator will be divided equally between the parties or as otherwise expressly provided in the arbitrator's decision. To the extent arbitration is prohibited by applicable law, all disputes will be heard and resolved in a court of competent jurisdiction located in Toronto, Ontario.
3. Equitable Relief. Notwithstanding anything contained in these Terms to the contrary, CMC shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit CMC to seek such relief.
4. Class Action Proceedings. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against CMC related to any dispute and, where applicable, you also agree to opt out of any class proceedings against CMC.
MISCELLANEOUS
1. Assignment. CMC may assign these Terms to an affiliate or a purchaser of all or substantially all of its assets or shares without your consent. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party, without CMC’s express written consent.
2. Interpretation. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
3. Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, all without affecting the validity and enforceability of any other remaining provisions.
4. Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
5. Entire Agreement. These Terms and any policies or operating rules posted by us through the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
6. Contact Information. Questions about the Picanto Service or these Terms should be sent to us at:
  
  Canadian Music Centre
  
  20 St. Joseph Street
  
  Toronto, ON M4Y 1J9
  
  Tel: (416) 961-6601
  Email: kevin.liu@cmccanada.org
  
  Thank you for reading our Terms. We hope you enjoy Picanto!

ARTIST CONTENT SUBMISSION TERMS

These Artist Content Submissions Terms govern your submission of any proprietary, Canadian audio or video Content (“Artist Content”) to CMC through the Picanto Service. These Artist Content Submission Terms are incorporated into and subject to our Terms and Conditions of Use, which is available at https://www.picanto.ca/en/page/terms-and-conditions. Unless otherwise defined herein, all capitalized terms in these Artist Content Submission Terms shall have the meanings indicated in the Terms and Conditions of Use.

Grant of License. In the event that you submit Artist Content to the Service, you hereby grant CMC the non-exclusive, transferable, sub-licensable, worldwide, revocable, right, license, and privilege to reproduce, dub, edit, post, broadcast, publish, copy, modify, use, access, maintain, and disseminate the Artist Content on the Picanto Service. Subject to this Section, you are and will be the owner of the Artist Content that you submit, including all intellectual property rights and proprietary rights therein. CMC will not use Artist Content to imply your endorsement of affiliation with any artist, band, label, entity, or individual without your express written consent.
Artist Content
1. Uploading Artist Content. You may upload Artist Content directly to the Picanto Service through your Account.
2. Artist Content Removal.
  1. CMC will remove Artist Content from the Picanto Service at your request upon thirty (30) days’ prior written notice to CMC, provided that Artist Content has been on the Service for at least six (6) months.
  2. CMC has the right, but not the obligation, to monitor, edit, or remove Artist Content that it determines, in its sole discretion: (i) does not meet the CMC-DCI – Selection Criteria for inclusion on the Picanto Service; (ii) is a violation of the User Guidelines set out in Section 3 of the Terms; (iii) is necessary to manage the Picanto Service, including storage space limitations; (iv) has not been accessed by users over a period of time; or (v) requires re-classification with respect to its genre or any other Content-related categories. CMC will provide notice to you if CMC removes Artist Content from the Picanto Service in accordance with this Section.
3. Preparation of Artist Content. You agree to be and remain fully responsible for the payment of all costs associated with the preparation and delivery of the Artist Content to the Picanto Service, including: (i) all compensation payable to any other musicians, copyists, and other personnel engaged; (ii) all studio costs, including engineers’ fees, producers’ fees, recording, mixing, and tape costs; and (iii) any and all guild or union fees or any other costs.
Revenue Share. In your Account, you will indicate whether the Artist Content will be provided to users of the Picanto Service for free (“Free Content”), or whether it will be provided to users of the Picanto Service on a “pay-per-view” basis, which will only be available to users for 48 hours (“Paid Content”). The revenue share model for the Paid Content will be set out in your Account (“Revenue Share”). The Revenue Share will be paid by CMC to you twice annually, on July 30 and January 30, for the fees that have accrued in the previous six months (i.e. payment on July 30 will cover fees collected from January 30 to July 29; payment on January 30 will cover fees from July 30 to January 29). You agree that CMC will make all payments via electronic funds transfer (EFT). You shall set out all information required by CMC to make EFT payments to you in your Account and ensure that such information is accurate, true, and current.
Exclusivity. You agree that you will not disseminate any Paid Content or permit such Artist Content to be accessed on any other third party platform or medium, unless agreed to in advance by CMC. Any breach of the foregoing will result in the immediate termination of these Terms by CMC and the cessation of any further Revenue Share paid by CMC.
Representations and Warranties. You hereby represent and warrant that:
1. you are the lawful licensee or owner of the Artist Content and have (and will maintain) all necessary rights and title to the Artist Content to provide the license in Section 1 of these Artist Content Submission Terms, including the full legal rights to copy, post, and disseminate the Artist Content on all media, including the Picanto Service;
2. you will obtain, maintain, and, as applicable, renew all Licenses and Consents which may be required for the Artist Content and comply with all Licenses and Consents in accordance with their terms. “Licenses and Consents” mean all permissions, consents, approvals, certificates, permits, licenses, statutory agreements, and authorizations to be obtained by you and as required by applicable laws, and all necessary consents and agreements from any third parties, with respect to the license granted in Section 1 of these Artist Content Submission Terms;
3. other than Revenue Share and applicable royalties, there are no other fees or charges that CMC will be required to pay to you or any other third party in respect of the Artist Content (for greater certainty, you represent and warrant that all artists and technicians involved in the creation and production of the Artist Content have received full payment for their services, the artists and technicians have agreed in writing to have their images and work broadcast on the Service, and any and all on-going royalties to said artists and technicians have been legally contracted and will be paid according to those contracts);
4. the Artist Content shall not infringe upon any Canadian or foreign copyright, patent, trademark, or other proprietary right, or misappropriate any trade secret, of any third party, and you have neither assigned nor otherwise entered into an agreement by which you purport to assign or transfer any right, title, or interest to any third party that would conflict with your obligations under these Terms; and
5. you will use best efforts to ensure that no computer viruses, malware, or similar items are introduced into the Picanto Service by the Artist Content.
Artist Content Disclaimer and Indemnity. You are solely responsible for the Artist Content that you submit, and CMC expressly disclaims all liability in connection with the Artist Content including the lawfulness and intellectual property rights regarding the Artist Content. You agree to indemnify, defend, and hold harmless CMC and its affiliates and their respective directors, employees, officers, advisors, contractors, representatives, and agents from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (including reasonable legal fees, costs, and expenses incidental thereto) made by any third party by reason of any claim arising out of or relating to the Artist Content infringing or misappropriating any Canadian or foreign patent, copyright, trade secret, trademark, or other proprietary right.
Promotional Information. You may provide promotional information about yourself (including, but not limited to, name, likeness, biographies, social media links, personal websites, links to other recordings, concert listings, etc.) for the purposes of allowing CMC to promote your Artist Content on the Picanto Service. The promotional information will be submitted to CMC through your Account. CMC reserves the right to revise, modify, or reject promotional information that CMC determines, in its sole discretion, is a violation of the User Guidelines as set out in Section 3 of the Terms.
Trademarks. You grant to CMC a limited, revocable, non-exclusive, non-sublicensable, non-transferable, and royalty-free license to use your name, logos, and trademarks solely: (i) as necessary in connection with the promotion of your Artist Content on the Picanto Service; and (ii) in accordance with any guidelines you provide to CMC from time to time.

Terms and Conditions

CMC Picanto Terms and Conditions of Use

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