Terms & Conditions

1. GENERAL

a) Introduction

These Terms set out the basis of an agreement between you and us regarding your use of the website.

b) Your consent

You accept and agree to be bound by these Terms and any additional terms and conditions referenced below by accessing and using the website. To avoid doubt, your acceptance of these Terms does not depend upon you becoming a registered user of the website. If you do not agree to these Terms, please do not access or otherwise use the website.

c) Additional or other terms

Certain features, products or software that you purchase or download from the website may be subject to additional terms and conditions presented to you at the time that you use, purchase or download them.

If you decide to enter a contest or sweepstakes, we present the terms and conditions for the contest or sweepstakes to you. In addition, some areas of the website are provided by our third party partners and are subject to separate terms and conditions of use, which are posted within those areas.

Some services offered on the website that are accessible upon the submission of a proper application, including without limitation the granting of performance licenses and/or the purchase of Broadway Junior ShowKit™ or any other MTI Theatrical Resources, are limited to authorised users which are approved by MTI. We reserve the right to deny any application for such licenses or requests for such purchases at our sole discretion. In addition, we reserve the right to terminate any user's account with MTI at any time for any reason.

If you purchase a product or service from a third party after following an ad or link on our site, the terms of sale for your purchase are between you and the third party from whom you made the purchase. We are not responsible for such third party products or services or for disputes between you and their sellers.

d) Minors

The website is intended solely for users who are thirteen 13 years of age or older. Any registration by, use of or access to the website by anyone under 13 is unauthorised, unlicensed and in violation of these Terms. By using the website, you represent and warrant that you are 13 or older. If we learn that you are less than 13 years old, among other things, your profile on the website will be removed and your membership will be terminated without warning. If you are not of an age old enough to enter into contracts in your state (i.e., a "minor"), you need to review these Terms with your parent or guardian before using the website. If your parent or guardian does not agree to be bound by these Terms as applied to you, then you are not authorised to access or use the website for any purpose.

e) Defined Terms etc

Italicised words in this Policy and the rules for interpreting this Policy are set out in the definitions and interpretation section at the end of this web page.

f) Changes to these Terms

We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time, provided that we may only amend the alternative dispute, venue and time limit of claims provisions to the extent allowed by applicable law. Please check these Terms periodically for changes. Your continued use of this website following the posting of changes to these Terms will mean you accept those changes. Any rights not expressly granted herein are reserved to MTI. We have the right to update these Terms from time to time by posting a new version on the website. Please check this web page periodically in order to ensure that you are familiar with any changes. These Terms were last updated on 2 May 2016.

2 PROPRIETARY RIGHTS

a) Changes to these Terms

We (along with our related companies and our licensors) own, solely and exclusively, all rights, title and interest in and to the website, all the site content except for the submitted materials. This includes the look and feel, design and organisation of the website, and the compilation of the site content. It includes all copyright, trade mark rights, patent rights and other intellectual property and rights therein. Your use of the website does not grant to you ownership or title of, in or to the website, any site content or any other part of the website.

b) Limited License

Subject to the terms and conditions set forth in these Terms, we grant you a non-exclusive, non-transferable, limited license to access, view, use and display the website and site content on your computer or other Internet-capable device, provided that you comply fully with these Terms. The website and site content are solely for your personal, educational and noncommercial use. Any commercial use, distribution, publishing or exploitation of the website or any site content is not allowed unless you have received our express prior written permission or the other applicable rights holder. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the website unless explicitly authorised in these Terms or by the owner of the materials.

c) Trade Marks

The trade marks, logos, service marks and trade names that may be displayed on the website or in any site content are registered and unregistered trade marks of ours and other third parties and may not be used unless expressly authorised by the relevant owner. For example, MUSIC THEATRE INTERNATIONAL, MTISHOWSPACE.COM, MTI-TV.COM, MTISHOWS.COM and all of our other trade marks, logos, service marks, trade names, graphics, designs, page headers, button icons, scripts and service names are the registered and unregistered trade marks or trade dress of Music Theatre International. Nothing contained on the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Mark displayed on the website unless you have received our express prior written permission or that of the relevant rights holder.

3 USER ACCOUNTS

In order to use certain services or features on the website, or to participate in certain activities on the website, you may need to create an account on the website and submit certain personal and/or demographic information. Our information collection and use policies with respect to user information are set forth in the website's Privacy Policy. When creating your account, you must provide only true, accurate, current and complete information (except to the extent that you have the right to provide us with a pseudonym under the Privacy Policy).

You must not sell, transfer nor assign your account or allow others to use it, and you are responsible for maintaining the confidentiality of your user name and password. You accept all responsibility for all activities that occur under your account or password, if any. We are not liable for any loss or damage arising from your failure to protect your password or account information.

We reserve the right, in our sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the website for any reason, including extended periods of inactivity.

4 SUBMITTED MATERIALS

Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret or proprietary information or other material from you through the website, by e-mail or in any other way. Any submitted materials will be deemed not to be confidential or secret, and may be used by us and our related companies in any manner consistent with these Terms and the website's Privacy Policy.
By submitting, uploading or posting submitted materials, you:

(i) represent and warrant that either (A) your submitted materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such submitted materials and submit them to the website for our use of the use of our related companies in accordance with these Terms, and that any "moral rights" in the submitted materials have been waived; and

(ii) grant to us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the website), products or services in any form, media, or technology now known or later developed.

We are not responsible for maintaining any submitted materials that you provide to us and we may delete or destroy any the submitted materials at any time.

If you choose to deactivate your account on the website (in accordance with these Terms), any submitted materials remaining on the website continue to be available to users of the website and others. If you wish to make submitted materials unavailable after you deactivate your account, please delete them from the website before you deactivate.

5 RULES OF CONDUCT

You must not:
• impersonate any person or entity or misrepresent your affiliation with any other person or entity;
• insert your own or a third party's advertising, branding or other promotional content (including, without limitation, hyperlinks) into any of the site content or services on the website (including, for example and without limitation, in an RSS feed or podcast received from us, our affiliates or otherwise through the website), or into any of your submitted materials that you may submit on the website;
• use, redistribute, republish or exploit any part of the website or any site content for any commercial or promotional purposes without our prior written consent;
• contact any other user of the website for commercial or promotional purposes, or offer to buy or sell any product or service on or through your activities on the website;
• alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the site content, including, without limitation, any trade marks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;
• obtain or attempt to gain unauthorised access to other computer systems, materials, information or any services available on or through the website through any means, including through means not intentionally made publicly available or provided for through the website;
• engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses or other personal information, or any other automatic or unauthorised means of accessing, logging-in or registering on the website, or obtaining lists of users or other information from or through the website, including, without limitation, any information residing on any server or database connected to the website;
• use the website or its features and services in any manner that could interrupt, damage, disable, overburden or impair the website or interfere with any other party's use and enjoyment of the website, such as sending mass unsolicited messages or "flooding" servers with requests, including for the purpose of effecting “denial of service” (“DoS”) attacks;
• circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the website or its services or any software on the website or attempt, encourage or support anyone else's attempt to do any of these things;
• upload, post, transmit, distribute or otherwise publish to, on or through the website, any information or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
• use the website or the site content to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trade mark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
• upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; or
• use the website or any site content, in whole or in part, in violation of any applicable law.

6 PUBLIC FORUMS

The website may include forums. These Terms are applicable to your use of the forums, along with as any other applicable, supplementary terms and conditions posted or otherwise made available in connection with the relevant forums.

Site content submitted to any of our forums may be recorded and stored in multiple places, both on the website and elsewhere on the Internet, and you may have no control over who will access or view them eventually. Therefore, you should be careful and selective about the information and content that you choose to disclose in such forums and on the website in general about yourself and others, and in particular, you should not disclose any sensitive, personally identifiable, proprietary or confidential information or content in your submissions to the forums.

7 RIGHT TO MONITOR, AND EDITORIAL CONTROL

Although we are under no obligation to do so, we reserve the right to monitor or review all information and materials posted or otherwise submitted to the website (including, without limitation, the forums). We are not responsible for any such materials. Neither we nor our affiliates are the publisher of user posts, and we are not responsible for their accuracy or legality. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms, our policies or applicable law. We may also impose limits on certain features or restrict your access to part or all of the website, without notice or penalty, if we believe you are in breach of these Terms or applicable law, or for any other reason without notice or liability.

You also understand and agree that any action or inaction by us, our affiliates, or any of our representatives or the representatives of our affiliates, to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of our representative are liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms.

8 ORDERS FOR PRODUCTS AND SERVICES

We may invite you to make an offer to acquire certain products and services for purchase from the website. You may only make such offers for products or services if, and you hereby represent and warrant that, you are domiciled in the Australia or New Zealand and you are 18 years old (or the age of majority in your jurisdiction) or older.

If we accept your offer, you agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to us. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products and services that you may be able to purchase or download on or through the website may be subject to additional terms and conditions presented to you at the time of such purchase or download.

9 COMMUNITY MARKETPLACE

9.1 General

From time to time, we may make MTI Community Marketplace available through the website.

MTI Community Marketplace is owned by MTI L.P, and operated on our behalf in Australia and New Zealand. It is a service through which you may list or search for show specific items. Your participation in MTI Community Marketplace is subject to these additional terms.

In this Clause 9, a reference to “we” or “us” is a reference to both us and MTI L.P.

9.2 Terms and Conditions Applicable to Community Marketplace

In addition, by participating in MTI Community Marketplace, you agree to comply with any posted guidelines and rules applicable to MTI Community Marketplace. All such guidelines and rules are incorporated by reference. The MTI Community Marketplace guidelines include a description of those items that may not be listed or sold through MTI Community Marketplace. Unless otherwise expressly provided, We reserve the right to update and change these additional terms and all documents incorporated by reference from time to time.

9.3 Our role

You understand, acknowledge and agree that:
• we provide a platform for sellers to list items and buyers to search for and purchase items in connection with MTI Community Marketplace, and as such, we are not involved in the actual transaction between buyers and sellers;
• we do not screen or control users who sell or buy or attempt to sell or buy items; and
• we do not nor does MTI review or authenticate all listings or items offered for sale. MTI does not specifically approve, advocate or endorse any of the products or services listed on Community Marketplace.

9.4 Release

As we are not involved in the actual transaction between buyers and sellers, in the event that you have a dispute with one or more users, you release us, our representatives, our affiliates and their respective representatives from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9.5 Taxes

Also, as we are acting only as a platform, MTI is not responsible for the collection and remittance of any taxes. Buyers, and sellers are responsible for all tax related issues that may arise.

9.6 Legal compliance

You must comply with all applicable laws, statutes, ordinances and regulations regarding your use of MTI Community Marketplace and your listing of, purchase of, and sale of any and all items.

9.7 Reservation of rights

We expressly reserve the right to, but has no duty to, refuse, reject or remove any listing in our sole discretion. You acknowledge and agree that we have the right to modify, suspend or terminate any listings or your account without notice. We have the right to refuse current or future use of any service if we in our sole discretion, believe that you have:

(i) violated or tried to violate the rights of others; or

(ii) have acted inconsistently with the spirit or letter of these additional terms or any document incorporated by reference, including, without limitation, these Terms.

10 LINKS

If you include a link from any other website to the website without our prior express permission, then the link:
(a) must open in a new browser window; and
(b) the website must not be “framed”, surrounded or obfuscated by any third party content, materials or branding.

You must not link directly to any image hosted on the website under any circumstances. This includes using an "in-line" linking method to cause the image hosted by us to be displayed on another web site.

The posting or creation of a link to any the website signifies that you have read and agree be bound by these Terms. We may in our sole discretion, insist that any link to the website be discontinued, and we may revoke your right to link to the website from any other web site at any time upon written notice to you.

11 THIRD PARTY WEB SITES

We may feature links on the website which display content of third party web sites (referred to in these terms as "linked sites"). You acknowledge and agree that we have no responsibility for any information, content, advertising, products, services or other materials on any linked sites. You acknowledge that links to linked sites do not necessarily constitute our endorsement, approval or sponsorship of those sites. If you choose to rely on any linked site, you are doing so at your own risk, and you assume all responsibilities and consequences associated with your choice. You acknowledge that it is your responsibility to read the terms of use and privacy policy that govern that relevant linked sites.

12 DISPUTES

a) General

Except for disputes involving allegations of infringement or misuse of intellectual property rights, no Party has the right to commence proceedings in any court without first complying with their obligations under this Clause 12.

b) Notice of dispute and negotiations

If a dispute arises between the Parties, the aggrieved Party must send written notice to the other, and must use reasonable endeavours to resolve the dispute in good faith for no less than 60 days from the date of the notice of dispute.

c) Arbitration

If the dispute is not resolved within 14 days of the notice of dispute being served, then the Parties agree to refer the dispute to arbitration by the Australian Disputes Centre. The arbitration must be administered by the ADC in accordance with the ADC Rules for Arbitration which are operating at the time the matter is referred to the ACDC and conducted in Melbourne, Victoria, unless the Parties agree otherwise.

d) Confidentiality

You and we agree to treat the arbitration proceedings and any related discovery confidential.

e) Inconsistency of terms

The terms of this Clause prevail to the extent govern in the event they conflict with the rules of the Australian Dispute Centre.

f) Class Action Waiver

The Parties agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless the Parties both specifically agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may only award relief (including monetary, injunctive, and declaratory relief) in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claims. Any relief awarded cannot affect other site users.

g) Continuation

This Clause survives the termination of the provision of the associated services to you.

13 WARRANTIES AND GUARANTEES ETC

a) Implied guarantees

The law in Australia implies certain terms into these Terms, including a guarantee that goods and services are of acceptable quality. These implied terms form part of these Terms, and nothing here is intended to exclude, restrict or modify them.

b) Other legal obligations

The law imposes various obligations upon businesses, including obligations not to engage in conduct that is misleading or deceptive, or that is likely to mislead or deceive. These obligations cannot be excluded or avoided, and nothing in these Terms seeks to do so.

c) No other guarantees or representations etc

Neither we nor our affiliates, our representatives or the representatives of our affiliates make any guarantees, warranties, representations other than those which are implied by law and cannot be excluded. To the maximum extent permitted by law, we make no guarantee, warranty or representation that:
• you will have uninterrupted access to the website, or particular functions, materials or tools on the website;
• we will provide a guaranteed amount of uptime for the website or particular functions or tools on the website;
• general information provided on the website is suitable for your particular circumstances;
• the website and the site content are free from viruses or defects;
• user profiles are created or being operated by the individual or entity that is the subject of the profile;
• it is aware of, or can control how users collect, handle, use or shares personal information it collects from users

14 LIABILITY ETC

a) Exclusion of liability

Subject to our obligation under any law not to exclude or restrict its liability, we exclude all liability to you:
i) of whatever nature (whether any indirect, incidental, special or consequential loss or damage or otherwise, including loss of business or other profits); and
(ii) however arising (whether through the law of negligence or tort generally, breach of contract, breach of statutory duty or otherwise).

b) Limitation of liability

If, despite this Clause 13, we are found to be liable to you, then our liability, and the liability of our representatives and affiliates is limited to the refund of monies paid by you, or to the re-supply of services.

c) Affiliates etc

The exclusions and limitations contained in this Clause 13 apply to us, our representatives, our affiliates and the representatives of our affiliates,

15 TERMINATION AND ACCOUNT DEACTIVATION

We may terminate, change, suspend or discontinue any aspect of the website at any time. You are responsible for all activity occurring when the website is accessed through your account, whether authorised by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password.

We have the right to terminate, change, suspend or discontinue any aspect of the website at any time. We may restrict, suspend or terminate your access to the website, to any site content for any reason if we believe you are in breach of these Terms or applicable law.

We have the right to terminate use privileges of users who are repeat infringers of intellectual property rights. Users who wish to deactivate their Site account should contact a Site administrator at websupport@mtishows.com.

16 JURISDICTIONAL ISSUES

These Terms are governed by the laws of Australia. The website is intended for users who are located in Australia and New Zealand. Neither we nor our affiliates represent the site content is appropriate or suitable for use in other locations. Persons who choose to access the website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Subject to Clause 11, the parties submit exclusively to the jurisdiction of the courts based in Melbourne, Victoria, and the courts in other States and Territories which hear appeals from courts based in Melbourne.

17 ELECTRONIC COMMUNICATIONS

The communications between you and us via the website use electronic means, whether you visit the website or send us an email, or whether we post notices on the website or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

18 MISCELLANEOUS

a) Severability

If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid or unenforceable, the Parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

b) Entire agreement

These Terms, together with any documents referred to within it, as well as guidelines and procedures published by us on the website, contain the entire understanding between the Parties with respect to your use of the website and supersedes all prior understandings or agreements between us.

c) Copyright violations

We respect the intellectual property rights of others, and require that the people who use the website do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent (details below):
• your address, telephone number, and email address;
• description of the copyrighted work that you claim has been infringed;
• a description of where the alleged infringing material is located;
• a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
• an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest; and
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

The details of our copyright agent is as follows:

Stuart Hendricks
Music Theatre International (Australasia) Pty Ltd
Suite 2, Ground Floor, 20-22 Albert Road
South Melbourne, Victoria 3205,
Australia
enquiries@mtishows.com.au

19 DEFINITIONS AND INTERPRETATION

a) Definitions

In this Policy, the following words have the following meanings:

“Affiliates”means the related companies and our partner organisations;

“Dispute” mean any dispute, claim or controversy arising out of, or relating in any way to:

(a) these Terms (including the validity, enforceability or scope of any Clause of these Terms);

(b) the website:

(c) any site content; or associated services;

“Forms” means any features, services or areas of the website which allow users to interact and communicate with other users or the public at large, including messaging services, chat services, wikis, bulletin boards, message boards, blogs and other similar forums, areas and services;

“Linked sites” has the meaning defined in Clause 11 above;

“Partner organisations” means Hal Leonard Australia Pty Limited and any organisation which sells goods and services through the Community Marketplace on the website;

"Personal information" means information that identifies you or could be used to identify you;

“Related companies” means MTI Enterprises, Inc, Music Theatre International LLC trading as Music Theatre International, MTI Showspace L.P and any other company which would be regarded as a “related body corporate” under section 50 of the Corporations Act 2001;

“Representatives” with respect to an entity or organisation means all directors, officers, stockholders, employees, consultants, agents or representatives of that organisation;

"Site content" means all text, graphics (whether photographs, renderings, images or illustrations or otherwise), audiovisual material (whether video, sound, or both) and other data, including webcasts, RSS feeds, podcasts, graphics, logos, information, games, widgets, gadgets, applets and software;

“Submitted materials” means any and all information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent on or through the website in any manner;

"Website" means the website located at the domain "www.mtishows.com.au" and on all sub-domains, folders and sub-folders of that domain.

b) Interpretation

This Policy is governed by the following rules of interpretation:

A reference to "we", "us" or "our" is a reference to Music Theatre International Australasia Pty Ltd (ABN 80 608 087 887);

A reference to the “Parties” means both you and us and a reference to a “Party” means either you or us;

A reference to “these Terms” or similar is a reference to the terms on this web page, as amended from time to time; and

A reference to a person includes a reference to a group of persons or an incorporated body.

This document was prepared by Magnum IP Legal Services, which is a Trade Mark and IP Law Firm based in Melbourne, Australia.