TERMS AND CONDITIONS
Last updated and effective as of June 5, 2019.
By using this website (www.theywontwin.com), you agree to the Terms and Conditions of Use (“Terms”) set out below. If you do not agree to these Terms, do not use this website or its contents. Before you use this website or access its contents, it is important that you read these Terms carefully. To use this website and its musical content, you must be, and represent and warrant that you are, of legal age (18 years of age or older or otherwise of legal age in your jurisdiction, or, if you have parental content, 13 years of age or older) and able to agree to these Terms.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE TERMS AND CONDITIONS OF USE IS TO TERMINATE YOUR USE OF THIS WEBSITE AND ITS CONTENT AND DISCONTINUE ALL USE OF SUCH.
INTELLECTUAL PROPERTY, COPYRIGHT, AND LIMITED LICENSE TO USE
By using this website, you understand that all musical content on this website is the intellectual property of They Won’t Win and its two partners Danny M. Cohen and Greg Lanier (“partners” / “we” / “our”). (© 2019, Cohen & Lanier, All rights reserved.) “Musical content” refers to song lyrics, music, harmonies, instrumentals, sound effects, sound recordings or any part of the sound recordings, know-how, look-and-feel, and any other content.
The content is protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. You acknowledge that the content has been developed, compiled, prepared, revised, selected, and arranged by They Won’t Win and its two partners through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of They Won’t Win and its two partners.
The musical content on this website is made available solely for the limited purposes described herein and may NOT be copied, reproduced, republished, modified, uploaded, downloaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of They Won’t Win or its two partners. You do not acquire any ownership interests in any of the content by accessing, browsing or otherwise using the content or by identifying any promotional, public relations, business, or any other opportunities for They Won’t Win or its two partners.
You may stream musical content intentionally made available for streaming on this website, provided you do NOT copy, reproduce, republish, modify, upload, download, post, transmit, or distribute the content in any way, including by e-mail or other electronic means, without the express prior written consent of They Won’t Win or its two partners.
They Won’t Win or either of its two partners may revoke this limited license at any time, in our sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.
You may download purchased musical content intentionally made available for purchased downloading from this website for the limited purposes described herein only, provided you do NOT copy, reproduce, republish, modify, upload, post, transmit, or distribute the content in any way, including by e-mail or other electronic means, without the express prior written consent of They Won’t Win or its two partners.
IN NO EVENT SHALL THEY WON’T WIN OR EITHER OF ITS TWO PARTNERS BE CONSIDERED TO GRANT ANY OTHER THAN THIS LIMITED LICENSE TO USE WITHOUT EXPRESS WRITTEN AGREEMENT BY ITS TWO PARTNERS DANNY M. COHEN AND GREG LANIER. FURTHERMORE ANY ADDITIONAL LICENSING, ASSIGNMENT OF RIGHTS, OR ANY OTHER AGREEMENT WILL REQUIRE ADDITIONAL TERMS & CONDITIONS OF USE TO BE AGREED UPON BY DANNY M. COHEN AND GREG LANIER AT THEIR SOLE DISCRETION AT THAT TIME.
You expressly agree that in the event of your failure to comply with these Terms, which would negatively impact Danny M. Cohen’s and Greg Lanier’s ability to take full business advantage of their work product, the total harms and damages suffered by Danny M. Cohen and Greg Lanier would be uncertain and difficult (if not impossible) to accurately estimate because of our inability to predict future marketability and income potential from the musical content and other relevant factors. Accordingly, you agree that in the event of the breach of these Terms you would pay Danny M. Cohen and Greg Lanier jointly liquidated damages (and not as penalty) the sum of $2,500,000.
They Won’t Win and its two partners reserve the right to modify, suspend, refuse or terminate, in our sole discretion, at any time, temporarily or permanently, for any or no reason and without notice or liability to you, access to or use of any portion of the musical content.
We reserve the right to modify these Terms and/or any other guidelines or policies affecting the content at any time, and all revisions will become effective upon the earlier of (a) posting of the revisions on the site, or (ii) distribution of the revisions by electronic mail. For this reason, please visit this page on a regular basis and ensure that you are familiar with the most recent version of these Terms. Your continued use of any of the content means that you accept and agree to all such revisions of the Terms. If you do not agree to, or cannot comply with, the modified Terms, you must stop accessing and/or using the content.
You agree that They Won’t Win or its two partners may assign or delegate any of our rights or licenses granted hereunder, and/or transfer, sub-contract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign your personal agreement, rights, licenses, or obligations to any third party. Any attempted transfer or assignment in violation hereof shall be null and void.
ACCESS FROM OUTSIDE THE UNITED STATES
This website is directed to people residing in the United States. We do not represent that content available on or through this website is appropriate or available in other locations. We may limit the availability of this website or any service or product described on the website to any person or geographic area at any time. If you choose to access this website from outside the United States, you do so at your own risk.
Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless They Won’t Win, its two partners, and their respective affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable legal fees, resulting from any violation by you of these Terms. They Won’t Win and its two partners reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you.
These Terms and Conditions of Use shall be deemed to include the entire agreement between you and They Won’t Win and its two partners; and any rights not expressly granted in these Terms are reserved to Danny M Cohen and Greg Lanier as the two partners of They Won’t Win.
A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.
If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated above, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full force and effect.
These Terms are entered into in the State of Illinois and shall be governed by, and construed in accordance with the laws of the State of Illinois and the laws of the United States of America applicable therein. You agree to submit to the non-exclusive jurisdiction of the courts of the State of Illinois. You agree and acknowledge that your use of this website, and all transactions occurring in connection with this website, shall be deemed to have occurred and taken place solely in the State of Illinois, United States of America. You further agree as follows: (i) any claim brought to enforce these Terms must be commenced within two (2) years of the cause of action accruing; (ii) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees; and (iii) any claim must be brought individually and not consolidated as part of a group or class action complaint.