TERMS AND CONDITIONS OF
Tax ID # 701242521 RT0001
Last revision: November 1, 2017
The following Terms and Conditions govern and apply to your use of or reliance upon this website maintained by Moonshot Phonographs Inc. (the "Website'); and to all orders placed with Moonshot Phonographs and the products they represent. Your access or use of the Website indicates that you have read, understand and agree to be bound by these Terms and Conditions and any other applicable laws, statutes and/or regulations. We may change these Terms and Conditions at any time without notice, effective upon its posting to the Website. Your continued use of the Website and any purchase of goods will be considered your acceptance to the revised Terms and Conditions.
1. INTELLECTUAL PROPERTY
All intellectual property on the Website is owned by us or our licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by us. All content on the Website, including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content is a collective work under Canadian and other copyright laws and is the proprietary property of theCompany; All rights reserved.
2. USE OF COMPANY MATERIALS
3. ACCOUNT AND ACCOUNT USE
If your use of the Website requires an account identifying you as a user of the Website (an "Account'):
a. you are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission;
b. you agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account. And
c. you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.
When you make a purchase on the Website, you agree to provide a valid instrument to make a payment. Pay attention to the details of the transaction, as your total price may include taxes, fees, and shipping costs, all of which you are responsible for. When you provide a payment instrument to us, you confirm that you are permitted to use that paymentinstrument. When you make a payment, you authorize us (and our designated payment processor) to charge the full amount to the payment instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information. If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount as high as the full price. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. We may cancel any transaction if we believe the transaction violates these Terms, or if we believe doing so may prevent financial loss.In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.
5. SALE OF GOODS AND SERVICES
We undertake to be as accurate as possible with all information regarding the goods, including product descriptions and images. However, we do not guarantee the accuracy or reliability of any product information and you acknowledge and agree that you purchase such products at your own risk.
6. FORMATION OF CONTRACT
a. Any order sent to Moonshot Phonographs, (hereafter referred to as “Supplier”) by the Customer shall be accepted entirely at the discretion of the Supplier, and will only be accepted upon these Standard Terms and Condition of Sale (hereinafter referred to as the “Conditions').
b. Each accepted order shall constitute an individual legally binding contract between the Supplier and the Customer and such contract is hereinafter referred to in these Conditions as an “Order''. Based on the Order the Supplier shall supply products and services, including but not limited to, print and packaging, replication of the vinyl records, lacquer mastering services, stamper formation, fulfillment and distribution
c. These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Customer, and no addition alteration or substitution of these terms will bind the Supplier or form part of any Order unless expressly accepted in writing by a person authorised to sign on the Supplier's behalf. These Conditions shall also govern all future supplies and transactions between the Supplier and the Customer.
d. The contract shall be governed by the laws of The Province of Alberta.
7. SHIPPING AND DELIVERY POLICY
a. You agree to ensure payment for any items you may purchase from us and you acknowledge and affirm that prices are subject to change. When purchasing a physical good, you agree to provide us with a valid email and shipping address, as well as valid billing information. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information you provide to us. If we do so after payment has been processed, we will issue a refund to you in the amount of the purchase price. We also may request additional information from you prior to confirming a sale and we reserve the right to place any additional restrictions on the sale of any of our products. We may preauthorize your credit or debit card at the time you place the order or we may simply charge your card upon shipment. You agree to monitor your method of payment. Shipment costs and dates are subject to change from the costs and dates you are quoted due to unforeseen circumstances.
b. Supplier shall use all reasonable endeavours to deliver the products to the Customer in accordance with any delivery date agreed in writing with the Customer, but shall not be responsible for late delivery. Without prejudice to the generality of the foregoing, Supplier shall not be liable for late delivery or failure to deliver through any cause which is beyond the control of Supplier. Supplier shall not in any event be liable to the Customer in contract or tort or otherwise for any indirect or consequential loss or damage whenever or howsoever arising, including without limitation, loss of profit, loss of revenue, economic loss, depletion of goodwill and pecuniary loss of any kind whatsoever in the fullest extent permitted by law. Any further rights and remedies of the Customer than those as per this Section 6 based on a delay, in particular Customer's right to claim damages, shall be excluded.
c. The delivery time shall start at the time when the Supplier receives:
i. Minimum 50% deposit
ii. Signed copy of quote
iii. Completed Intellectual Property Rights (IPR) Form
iv. Vinyl-ready master audio digital files according to Supplier’s technical conditions, which are available upon request; or other master audio media at the designated address; together with an album cue/PQ sheet.
If the Supplier does not receive the above mentioned documents, specifications or materials, he shall be not obliged to perform the Order. If the required specifications or Source materials are supplied after 1200 MT in a given day, the delivery date shall be increased by one calendar day. If the Customer supplies Source materials and specifications that require further clarification or correction from the Customer, the previously confirmed delivery date will not apply and Supplier will quote the Customer a new delivery date on a best efforts basis.
v. Graphic print files, as applicable to the order, must be delivered no later than 2 weeks following the submission of items i, ii, iii, and iv above. These files must meet the Supplier’s technical conditions and be accepted by the respective print pre-flight authority. Failure with respect to any of these conditions will result in a revised delivery date.
For any questions, concerns, or disputes, you agree to contact us in a timely manner at the following:Moonshot Phonographs Inc.9946 · 67 Ave NWEdmonton, ABT6E OP5t. email@example.com
d. Unless agreed between the parties or in these Conditions provided otherwise:
i. the rule EXW, Edmonton, Alberta (Incoterms 2010) shall apply to the delivery of the Products, if the Order does not involve the transport of the Product.
ii. the rule DAP, (place of delivery), (Incoterms 2010) shall apply to the delivery of the Products, if the Order involves the transport of the Product.
e. The Supplier shall not release any part of the order to the Customer, excepting the test pressings, until the balance owing on the invoice has been paid in full.
f. It is expected that a decision regarding test pressings will be given to the Supplier within 48 hours of receipt of the test pressings, after which time the final delivery date will be adjusted.
8. DEFECTS LIABILITY
a. The Customer shall inspect the Products immediately upon delivery. In respect of damage which could have been caused during transportation and which such a reasonable inspection would reveal the Customer must deliver to the supplier a shipping document executed by both the Customer and a representative of the shipping agent stating the nature and scope of the damage.
b. In respect of volume deficiencies the Customer must notify the supplier within 48 hours providing reasonable documentation to back up such claims.
c. In respect of hidden defects the Customer must notify the supplier upon them becoming apparent or at latest within two calendar months of the date of delivery.
d. Unless the Customer complies with the above any liability of the supplier for defects or volume deficiencies will be excluded.
e. Providing notification is given in accordance with the above clauses the supplier will free of charge and within a reasonable time repair or, at its absolute discretion replace, defective products and make good any volume deficiencies PROVIDED THAT
i. such defects shall be found to have arisen solely from the Supplier's faulty design, workmanship or materials,
ii. the defective Products shall be returned to the Supplier's factory for the Supplier's own inspection at the Supplier's expense and in the way determined by the Supplier, if so requested by the Supplier (particularly if the samples of the Products, which were kept by the Supplier, are not defective), and
iii. the claimed defect was not within the Source materials sample, artwork, data, material or documentation approved by the Customer or provided by the Customer, and
iv. the percentage of Products under complaint claimed is greater than 1% of the total number of units delivered.
f. Alternatively to Condition 8e, the Supplier shall be entitled at its absolute discretion to refund the reasonable part of price of the defective goods in the event that such price shall already have been paid by the Customer to the Supplier, or, if such price has not been so paid, to relieve the Customer of the obligation to pay the same by the issue of a credit note in favour of the Customer in the amount of such part of price.
g. The Supplier shall not be liable for:
i. defects which only insignificantly impair the use of the Products;
ii. insubstantial deviations of the Products from specification;
iii. natural wear and tear;
iv. damage, arising after the transfer of risk; or
v. from faulty or negligent handling, excessive strain, use of unsuitable appurtenances, or particular external influences not explicitly assumed to impact on the Products.
h. Print Material limitations
i. Print will commonly be darker than the proofs as the art is back lit by the screen of the computer it is displayed on. If there are RGB and CMYK elements in the supplied files the RGB elements are converted to CMYK in the proofs and on the press - color shift may occur.
ii. The proofs output from the Customer’s supplied artwork files represent what will go to print. The artwork files are considered to be in final print ready form with no need for modifications. If the PDF proof the client receives is not an exact reproduction of the intended final output, the customer must reject the proofs. The Supplier is not responsible for any errors and/or omissions once approved. PDF proofs are for confirmation of layout and text accuracy only and are not for the evaluation of color. Computer monitors do not provide color accuracy or true representation of color values in artwork files supplied. Color variation between the electronic proofs and the final product will occur and does not qualify as a manufacturing defect.
iii. Color warranty is ONLY available with signed, approved hard-copy color match proofs, supplied and delivered at the Customer’s expense. If a color match proof is ordered, up to 10% color variation is not considered a defect and is deemed acceptable within industry standards and norms.
iv. Print Material refers to all center labels, printed inner sleeves, printed jackets, inserts, download cards, and promotional stickers.
i. The Supplier's liability under this Condition shall be to the exclusion of all other liability to the Customer whether contractual, tortious or otherwise for defects in the goods or for any loss or damage to or caused by the goods. All other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded to the fullest extent allowed by law; in particular (but without limitation of the foregoing) the Supplier grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the goods, whether express or implied, by statute, at common law or otherwise howsoever. The Supplier shall not be liable if the Customer or a third party carries out modifications or repairs of the Products.
j. The Supplier is entitled to be reimbursed for expenses or damage incurred during the examination of a Customer’s claim (for example travel or shipping expenses) if the claim proves unjustified.
a. The Supplier warrants that the final product will not deviate materially from the test pressings.
b. Test pressings are always provided at standard weight and black vinyl
c. Test pressings are used to evaluate the fidelity of the pressing to the source audio.
i. Faults in test pressings found by the Customer will be assessed and validated by the Supplier.
ii. Faults originating from errors in lacquer cutting, stamper forming, or vinyl pressing, as solely determined by the Supplier, will be corrected at the Suppliers’ cost and timetable.
iii. Faults originating from the playback equipment used by the Customer will not be considered for evaluation or correction.
iv. In case of disagreement between 9.c.ii and 9.c.iii, the Customer will be invited to hear playback of the test pressings at the Supplier’s listening room. In the event of a stalemate of opinions on the quality of the test pressings, the Supplier may at its sole discretion, render a final decision. The decision to proceed to order production is the Customer's discretion. THE DEPOSIT IS NON-REFUNDABLE.
10. RETURN POLICY
This is a custom manufacturing industry, so there are no returns or refunds. Verifiable defects, as defined by the RIAA, found in the test pressings will be corrected. A Customer that elects not to proceed to order production may collect at their own cost the finished materials covered by the Deposit. THE DEPOSIT IS NON-REFUNDABLE.
11. ACCEPTABLE USE
You agree not to use the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website in any way that could damage the Website, the services or the general business of Moonshot Phonographs Inc.You further agree not to use and/or access the Website:
a. To harass, abuse, or threaten others or otherwise violate any person's legal rights;
b. To violate any intellectual property rights of us or any third party;
c. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another
d. To perpetrate any fraud;
e. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f. To publish or distribute any obscene or defamatory material;
g. To publish or distribute any material that incites violence, hate or discrimination towards any group;
h. To unlawfully gather information about others.
12. PROTECTION OF PRIVACY
Through your use of the Website, you may provide us with certain information. By using the Website, you authorize us to use your information in Canada and any other country where we may operate. When you register for an account, you provide us with a valid email address and may provide us with additional information, such as your name and/or billing information. Depending on how you use our Website, we may also receive information from external applications you use to access our Website, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.We use the information gathered from you to ensure your continued good experience on our website, including through email communication. We may also track certain of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers. If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser. Please be aware that we will still receive information about you that you have provided, such as your email address.
13. REVERSE ENGINEERING & SECURITY
You may not undertake any of the following actions:
a. Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website;
b. Violate the security of the Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
14. DATA LOSS
We are not responsible for the security of your Account or Content. Your use of the Website is at your own risk.
You defend and indemnify Moonshot Phonographs Inc. and any of its affiliates and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Website, your breach of these Terms and Conditions, or your conduct or actions. We will select our own legal counsel and may participate in our own defence, if we wish to so.
16. SERVICE INTERRUPTIONS
We may need to interrupt your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we will have no liability for any damage or loss caused as a result of such downtime.
17. TERMINATION OF ACCOUNT
We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website, effective at any time, without notice to you for any reason, including because the operation or efficiency of the Website or our or any third party's equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.
18. NO WARRANTIES
Your use of the Website is at your sole and exclusive risk and any services provided by us are on an 'as is' basis. We disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Website will meet your needs or that the Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. Any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Website is your sole responsibility and we are not liable for any such damage or loss.
20. LIMITATION ON LIABILITY
a. We are not liable for any damages that may occur to you as a result of your use of the Website or the products, to the fullest extent permitted by law. The maximum liability of Moonshot Phonographs Inc. arising from your use of the Website is limited to the greater of one hundred ($100) Canadian Dollars. This applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
b. No matter what the cause thereof the supplier shall not be liable in any circumstances (i) for any loss of profit, business, production, contracts, revenues, use of equipment, power system, information and data, or anticipated savings, or cost of purchased or replacement power, or payment of interest and financing expenses, or depletion of goodwill, or (ii) for any special, punitive, indirect or consequential damage of any nature whatsoever.