Karaoke Forums

Those are two separate documents, but it implies the creation of many, many more. If you can justify making two out of one in this case, you can justify it in a lot of other places. When you do that, it means that every time some new situation comes up that we need to address, we have to review and revise maybe a dozen different versions of the document. Administratively, it becomes too much to manage for a small company and a small law firm. I don't have time to do that work for free, and SC doesn't have the money to pay me to do it at my rates.



You seem to be under the impression that we don't value the customers who have to be sued to be brought into compliance with the policy. There are a lot of people who have been good customers, who have bought lots of discs, but who have refused to get fully compliant. You talk about being willing to submit to the audit and paying the fee--that description also fits a lot of the people, maybe all of them, who submit to the audit after being sued.




When you have a CNS from us, in order for us to be successful in a suit, we would have to prove not only the infringement but also the breach of conditions. That's not a suit we would file in the first instance.



I understand your caution, but our approach to these things is really more collaborative than adversarial. We're not challenging you to prove yourself in a follow-up. It's more of a status review, and if problems are noted, there is an opportunity to explain and/or fix. Sometimes that explanation will require a check of the financials.

What does that have to do with someone who is lookng to voluntarily submit to compliance with the policy? I'd think you would value customers that don't have to be sued that voluntarily comply with your policy more than those who have to be sued into submission.

I have put my effort of getting into hosting karaoke on hold ever since the cost was added to the audit processes. I actually found out while in the process of contacting CB about doing their audit as my library is primarily CB with SC being about less than 10%.

It all came about at the time I was just getting my library in order and that extra expense was one I hadn't planned on. Since then I've continued to educate myself as much as I can about the industry and legalities to protect me and my potential business.



I understand the need for a status review after the audit. Honestly I can appreciate the current process in regards to notifying SC if my library increases above the 2% tolerance and have no issues with that. I'm just not comfortable with giving up rights about my potential business or personal financial information that I don't feel that you or SC needs.

Like I said earlier if you suspected a certified KJ of multi-rigging with one certified library that that wouldn't be to difficult to prove and financial information in regards to payment from venues could be obtained by subpoena.

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My statements, opinions and conclusions are based on my own personal experiences, observations, research and/or just my own $.02. I'm not a "cheerleader", but that doesn't make me a Pirate.

You're not giving up your rights at all.

First, we're not asking for purely personal financial information. If you commingle your business and personal finances, then sure, but otherwise, we don't want to see your savings passbook or a printout from your personal Quicken file.

Second, the CNS is not a contract. It is a covenant. In it, we establish conditions; if you register and follow those conditions, we won't sue you. If you don't follow those conditions, we may sue you for trademark infringement. Sharing certain information is one of the conditions. You can choose to share that information with us, or you can choose not to. That doesn't mean we will sue you.



In the civil context, the issuance of a subpoena requires there to be a pending lawsuit to which the response to the subpoena would be relevant. So if I suspected a certified KJ of multi-rigging with a single certified library, if I needed financial information to justify filing a suit, I couldn't just subpoena it from the venue.

It should be pretty easy for you to tell that I know very little about court proceedings, the process of suing, discovery, contracts, covenants, etc... which leads to my hesitancy when things aren't clearly spelled out. When the covenant includes things like RIGHT OF REVIEW; NO RELIANCE ON EXTRINSIC STATEMENTS it makes me even more suspicious of its contents.



If I sign a document and all it said was the Mr. Harrington (sorry don't know your full legal name) has the right to view my financial records and I sign and date it that would pretty much give you the right to view any and all of my financial information, no?

What if instead of financial records it said financial records as they pertain to income from hosting karaoke?

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My statements, opinions and conclusions are based on my own personal experiences, observations, research and/or just my own $.02. I'm not a "cheerleader", but that doesn't make me a Pirate.

"Purely personal?" I'd bet dollars-to-donuts that in a controversial situation, SC would demand all your personal on the basis that you've "co-mingled" your funds... and only discovery would be able to tell that right?....

You want personal, and business, and everything you can get to support your case Mr. Harrington.. that's how it works







A duck is still..... (unfortunately)...... a duck.

Ducks may be ducks, but......"Ducks are sometimes confused with several types of unrelated water birds with similar forms, such as loons or divers, grebes, gallinules, and coots." {Wikipedia}

Anyone can go to multiple dictionary sources and find differently worded definitions and then piece together the ones that best suit their argument. The key is how the law defines terms when it comes to legal proceedings. That can change from juridiction to jurisdiction.

These defintions come from the same source -
http://legal-dictionary.thefreedictionary.com

contract 1) n. an agreement with specific terms between two or more persons or entities in which there is a promise to do something in return for a valuable benefit known as consideration. Since the law of contracts is at the heart of most business dealings, it is one of the three or four most significant areas of legal concern and can involve variations on circumstances and complexities. The existence of a contract requires finding the following factual elements: a) an offer; b) an acceptance of that offer which results in a meeting of the minds; c) a promise to perform; d) a valuable consideration (which can be a promise or payment in some form); e) a time or event when performance must be made (meet commitments); f) terms and conditions for performance, including fulfilling promises; g) performance. A unilateral contract is one in which there is a promise to pay or give other consideration in return for actual performance. (I will pay you $500 to fix my car by Thursday; the performance is fixing the car by that date). A bilateral contract is one in which a promise is exchanged for a promise. (I promise to fix your car by Thursday and you promise to pay $500 on Thursday). Contracts can be either written or oral, but oral contracts are more difficult to prove and in most jurisdictions the time to sue on the contract is shorter (such as two years for oral compared to four years for written). In some cases a contract can consist of several documents, such as a series of letters, orders, offers and counteroffers. There are a variety of types of contracts: "conditional" on an event occurring; "joint and several," in which several parties make a joint promise to perform, but each is responsible; "implied," in which the courts will determine there is a contract based on the circumstances. Parties can contract to supply all another's requirements, buy all the products made, or enter into an option to renew a contract. The variations are almost limitless. Contracts for illegal purposes are not enforceable at law. 2) v. to enter into an agreement.


covenant 1) n. a promise in a written contract or a deed of real property. The term is used only for certain types of promises such as a covenant of warranty which is a promise to guarantee the title (clear ownership) to property, a promise agreeing to joint use of an easement for access to real property, or a covenant not to compete which is commonly included in promises made by a seller of a business for a certain period of time. Mutual covenants among members of a homeowners association, are promises to respect the rules of conduct or restrictions on use of property to insure peaceful use, limitations on intrusive construction, etc., which are usually part of the recorded covenants, conditions and restrictions which govern a development or condominium project. Covenants which run with the land, such as permanent easement of access or restrictions on use, are binding on future title holders of the property. Covenants can be concurrent (mutual promises to be performed at the same time), dependent (one promise need be performed if the other party performs his/hers), or independent (a promise to be honored without reference to any other promise). Until 1949 many deeds contained restrictive covenants which limited transfer of the property to the Caucasian race. These blatantly racist covenants were then declared unconstitutional. 2) v. to promise.

They are most assuredly......different.

-Chris

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-Chris

So a covenant isn't a contract but is a promise written in a contract?

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My statements, opinions and conclusions are based on my own personal experiences, observations, research and/or just my own $.02. I'm not a "cheerleader", but that doesn't make me a Pirate.

I honestly couldn't tell you the exact differences.

My point is that anyone can toss a word salad.

How the law defines things is not necessarily how Webster defines things. And how the law in one jurisdiction defines things is not necessarily how the law in another jurisdiction defines things.

I won't argue law because (unlike some here who think they are) I am not qualified to argue law. But I can at least recognize the basics and adhere to wrong and right.

-Chris

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-Chris

Maybe if you are concerned about it, you should have an attorney review it for you.



It says:

YOU will comply in all reasonable respects with such audits, making available for inspection YOUR equipment, files, and accounting records relating to the acquisition, disposition, and use of MEDIA.

It doesn't say just "financial records" or even "financial records" at all. It says "accounting records," which implies business records, and beyond that it restricts those to records relating the acquisition, disposition, and use of media.

I'm not trying to argue law and don't profess to know how all legal things work, but I do understand that words can be defined differently in different situations and am not comfortable with the current wording. I asked for a clarification on what financial records meant (should have said accounting records) and the purpose of needing those records. Part of which I have no issues with, but another part has nothing to do with me. If the wording was changed so that it reflected Mr. Harringtons explanation then I'd have no issue with the covenant.

If he/they are not willing to define "accounting records" as they pertain to acquisition, disposition and USE, within the covenant I don't feel comfortable at this point in signing it.



I'm currently looking into that option, and thank you for the suggestion.



I apologize for mixing the words financial records and accounting records. Trust me I'm not perfect nor do I expect anyone else to be.

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My statements, opinions and conclusions are based on my own personal experiences, observations, research and/or just my own $.02. I'm not a "cheerleader", but that doesn't make me a Pirate.

So when it says "accounting records" we're talking manual or computerized records of assets and liabilities, monetary transactions; various journals, ledgers, and supporting documents (such as agreements, checks, invoices, vouchers).

As it pertains to the acquisition, disposition and use of SC media?

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My statements, opinions and conclusions are based on my own personal experiences, observations, research and/or just my own $.02. I'm not a "cheerleader", but that doesn't make me a Pirate.

One may yell to the the that this is so without checking all the facts. But a bit of investigation may show that this duck is actually a decoy.

This is what happens when people go off half-cocked and believe what others say without checking it out for themselves.

In other words as Mr Harrington has stated, if you have any qualms, go see your IP lawyer.

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You can be strange but not a stranger

Let's not deflect shall we?

Chris: The definitions I posted were both from the same place: Dictionary.com So before you flap your wings like chicken little and pointing accusing fingers, please check the facts. And for all intents and purposes, a "covenant" IS a "contract" .... period.


The point is: Whether you label it a "contract" or a "covenant" it's the same thing. And BOTH are enforceable in court... (U.S. court that is - it might be different in Canada)

What you're missing is that their "covenant not to sue" contains a LOT more than just a promise not to sue you for leasing their product and shifting it. It's an additional "contractual agreement."

Is that to suggest that it's contents are somehow not legally binding?
Don't worry it's just a covenant, without a contract it's meaningless.

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KNOW THYSELF

Really, Chip? You want to accuse me of deflecting? That seems like a deflection in and of itself.

You are glossing over the fact that dictionary.com is NOT the offical lawyers dictionary. How legal terms are defined is oft times different than how common dictionaries define them. I imagine they are drastically different than how you define them. But since I am not an attorney anymore than you are, what do we know?

As a matter of fact, I am not missing anything regarding the Sound Choice covenant since I am, in effect, protected by one. You on the other hand are not. As long as I play by the very simple rules laid out in the covenant, I am not at risk. You cannot say the same thing.

-Chris

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-Chris

That made me wonder. Protected how? What if they decide to sue you anyway? What is your consideration if they wrongfully sue you while protected by that covenant? Is any of that legally enforcable against soundchoice or is it all legally enforcable against you?

Wouldn't you be the bearer of all hardships in the event of anything?

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KNOW THYSELF

This has been explained before. Search the forums.

-Chris

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-Chris

Once given, it's binding on us as long as the conditions are satisfied. If the conditions are not satisfied, it is not binding on us. The KJ has the choice whether to satisfy the conditions or not.

Mine wasn't a rhetorical question.
I was not being a smart (@$%&#!) nor was I being sarcastic.
Your answer on the otherhand, I'm not sure about.
It would be a good way to bring all discusions on this forum to a halt though.

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KNOW THYSELF

I use that one because it's still the best known example.

How about SC8438, 8435, 2029, 2169 and a bunch of others?
There were hundreds of tracks produced that way.

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"No Contests, No Divas, Just A Good Time!"

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