NOTICE: This Agreement contains arbitration and other dispute resolution provisions. This Agreement also contains provisions affecting the jurisdiction and venue of any litigation.
WEBSITE TERMS AND CONDITIONS
By using this Site, you agree to be bound by the Agreement, regardless of whether you are registered with this Site. You use of this Site is subject to your compliance with the Agreement.
If you do not agree to be bound by the provisions of the Agreement, do not access or use this Site. By accessing or using this Site, you agree that (a) you have read, and you are bound by, all of the provisions of the Agreement, (b) the Agreement constitutes a legal and binding agreement between you and MusicReach, LLC and its affiliates (“we,” “us,” “our”) and (c) the Agreement constitutes the entire agreement between you and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to this Site. Other than the Agreement, and any agreement between you and us regarding the sale of products/services, we will not enter into any other agreement with you through this Site. Your rights to access or use this Site may be limited further by federal, state, local, or jurisdictional laws, regulations and rules.
Changes to the Agreement
We reserve the right, in our discretion, to add, change, delete, revise or update these Terms (“Changes”) at any time without notice to you. Any Changes will be effective immediately upon their publication on this Site. Accordingly, you agree that your continued access to and use of this Site after any Changes will constitute your agreement to be bound by those Changes. Because of the possibility that these Terms could change between your visits to this Site, we recommend that you check these Terms each time you visit this Site.
Scope of the Agreement
The Agreement governs your access to and use of this Site and all applications and services, including but not limited to the sale of products/services, available via this Site (collectively, the “Services”), except to the extent the Services are the subject of a separate agreement.
You agree that we may provide you notices and other information concerning the Agreement and this Site electronically, including via any email address that you provide us.
We cannot guarantee the availability of all of the Services displayed on this Site at all times.
Certain portions of this Site will require you to register and provide information that personally identifies you. You represent and warrant that the information you provide is accurate, current and complete (apart from optional items), and you will maintain and update the information to keep it accurate, current and complete.
You may complete a profile on this Site and post User-Created Content to your profile, subject to these Terms. We are not required to provide you with any particular amount of bandwidth for your account or profile. We also may display advertising on your profile page. We reserve the right to modify or discontinue your profile at any time.
We are not responsible for the privacy or security of any User Information that you choose to communicate or exchange using the functionality of this Site. Each item of User Information must be content and information that you have a right to disclose and transfer and must not violate any other person’s privacy or intellectual property rights.
With respect to any individual’s personal information that you provide to us, you represent and warrant to us that you have obtained all necessary consents for the processing of that individual’s personal information, including the transmission of such data in the United States or any other country whose laws, regulations and rules may not provide the same level of protection for the personal data as the laws, regulations and rules of that individual’s country of origin.
You are granting us an irrevocable, royalty-free, unlimited and worldwide license to assign, communicate, convey, copy, create derivative works from, display, distribute, exploit, export, lease, loan, post, publish, redistribute, rent, reproduce, republish, retransmit, sell, transfer, transmit or otherwise use User Information for any purpose whatsoever. You also waive any and all claims against us regarding the use of User Information, including any claims regarding infringement of intellectual property rights. We reserve the right, in our discretion, to amend, change, delete, modify, reject, revise, or update any of the User Information at any time without notice to you.
Site and Content Ownership; Limited License
We own this Site. All and any intellectual property rights (collectively, the “Intellectual Property”), including the text, graphics, images, software, audio and video clips, links, logos, icons and other items and materials appearing on this Site (collectively, the “Content”), are our exclusive property and/or the exclusive property of individuals or entities with whom with we have relationships. All custom text, graphics, images, audio and video clips, logos, icons and other items contained on this Site are our trademarks, trade dress or service marks (collectively, the “Marks”), and/or the trademarks, trade dress or service marks of other individuals or entities that have granted us a license to use the Marks.
However, we claim no ownership interest in any of the Content posted by you on this Site (“User-Created Content”). All User-Created Content and Intellectual Property associated with User-Created Content remain owned by the original author and/or owner. By posting User-Created Content, you represent and warrant that you own such User-Created Content, or otherwise have the right to post the User-Created Content and grant the license described in the next paragraph, and that the User-Created Content does not violate the rights of any person or any applicable laws. You agree to pay all fees, royalties and other payments to any person with respect to any User-Created Content you post on this Site. We do not have any responsibility for failing to store or backing up User-Created Content or any other information or materials you provide through this Site, including at your user profile.
You are granting us an irrevocable, non-exclusive, royalty-free, unlimited, perpetual and worldwide license to communicate, copy, display, distribute, exploit, export, post, promote, publish, redistribute, reproduce, republish, retransmit, transmit or otherwise use User-Created Content for any purpose related to this Site or the Services. You also are granting us the right to sublicense all of the foregoing rights to others as necessary to provide this Site and the Services. This license will terminate simultaneously with your removal of the User-Created Content from the site. You waive any and all claims against us regarding the use of User-Created Content, including any claims regarding infringement of intellectual property rights and any claims for fees, royalties or other payments with respect to User-Created Content.
Notwithstanding the foregoing, we do not accept or consider – and you should not send us – unsolicited ideas, including ideas for advertising campaigns, methodologies, brand names, products, promotions, services or technologies. The sole purpose of this policy is to avoid potential misunderstandings or disputes when our advertisements, methodologies, trade names, products, promotions, services or technologies might seem similar to ideas submitted to us. If you send us unsolicited ideas, despite our request that you not send us your ideas, we have no obligation to treat your ideas as confidential and/or proprietary.
The Intellectual Property, the Content and the Marks are protected by copyright, trade secret, trademark, trade dress, service mark, unfair competition and other applicable laws, regulations and rules in the United States and other jurisdictions, whether or not such protections are expressly identified in these Terms. Except to the extent expressly provided in these Terms, you may not amend, assign, change, communicate, convey, copy, create derivative works from, display, distribute, exploit, export, import, lease, loan, modify, post, publish, redistribute, rent, reproduce, republish, retransmit, revise, sell, transfer, transmit, update, upload or otherwise use, in whole or in part, the Intellectual Property, the Content or the Marks, or any portion thereof, without our prior express written consent or, with respect to User-Created Content, the prior express written consent of the appropriate authors or owners of the User-Created Content. Nothing contained in this Agreement may be construed as conferring a license from us to you of any Intellectual Property, Content or the Marks (except to the extent expressly permitted in the section of these Terms entitled “Links; Limited License”), whether by estoppel, implication, waiver or otherwise.
By using this Site, you may be exposed to Content that may be considered to be indecent, offensive or otherwise objectionable to some people. You acknowledge and accept this risk and all other risks associated with use of the Content. We do not pre-screen Content provided by others. However, we reserve the right to monitor and pre-screen Content, in our discretion, for adherence to the Agreement. We also have the right (but not the obligation) to refuse to publish, to remove or to block access to any Content at any time, for any reason (or no reason), with or without notice.
Retention and Disclosure of Content and User Information
Restrictions on the Use of this Site
In addition to the other restrictions contained in the Agreement, you acknowledge and agree that you will not, directly or indirectly, without our prior express written consent, do any of the following:
- Forge headers or otherwise manipulate identifiers (including URLs) to disguise the origin of information transmitted to or through this Site;
- Access or use this Site, the Services or the Content for any purpose or in any manner inconsistent with the provisions of the Agreement;
- Violate any federal, state, local or jurisdictional law, rule or regulation while accessing or using this Site, the Services or the Content, including but not limited to the Digital Millennium Copyright Act, the Children’s Online Privacy and Protection Act, and the Video Privacy Protection Act;
- Infringe upon or violate the intellectual property rights, privacy rights, moral rights, rights of attribution or any other similar rights of any individual or entity while accessing or using this Site, the Services or the Content, including posting, publishing or transmitting any information on this Site that violates the rights of others and/or displaying, distributing, exploiting, linking, modifying, performing, posting, publishing, reproducing, selling, transmitting, transferring, or creating derivative works from any Content;
- Adapt, decompile, disassemble, modify, reverse engineer, translate, or create derivative works from, or attempt to transfer or sublicense, any software deployed in connection with this Site, the Services or the Content. You also will not use any software deployed in connection with this Site, the Services or the Content to process data or otherwise provide services for third parties;
- Post, publish or transmit any information on this Site that is abusive, defamatory, false, harassing, harmful, hateful, inaccurate, inappropriate, invasive of privacy or publicity rights, libelous, misleading, offensive, obscene, pornographic, profane, sexually explicit, threatening, tortious, unlawful, vulgar or otherwise objectionable, or that promotes illegal activity, or that exploits or harms minors in any way. This includes but is not limited to posting links that do any of the foregoing and any advertising or promotional materials that do any of the foregoing;
- Make any sexual request to or on behalf of a minor, or stalk or otherwise harass any user of this Site, the Services or the Content;
- Submit any order to purchase goods or services from any artist portion of this Site if you do not intend to complete the transaction, or if such purchase is prohibited by any law applicable to you. You also will complete any transaction for which you have submitted an order, subject to the artist’s terms and conditions for such orders;
- Post, publish or transmit any information on this Site that is intended to advertise, promote or solicit business (except in areas specifically authorized by us for such purposes). Under no circumstances may you post, publish or transmit any information on this Site that is a bulk communication, junk mail, spam or part of a multi-level marketing scheme, or that is a chain letter or part of a pyramid scheme. Under no circumstances may you advertise, offer to sell or promote alcoholic beverages, controlled substances, counterfeit, non-existent or stolen items, dangerous or illegal items, explosives, items you do not have the right to sell, pharmaceuticals, tobacco products, unpackaged foods or weapons;
- Install, upload or otherwise introduce any material to this Site that contains any time bombs, trap doors, Trojan horses, viruses, worms or other computer programming code or routines that could alter, damage, destroy, diminish the quality of, expropriate, impair or limit the functionality of, intercept, interfere with, or interrupt this Site, the Services or the Content;
- Frame or utilize framing techniques to enclose any portion or aspect of the Content;
- Take any actions to corrupt, disrupt, hack, interfere with, modify or otherwise tamper with this Site, the Services or the Content;
- Use any network monitoring or discovery software to determine this Site’s architecture, or extract information about usage, individual identities or users;
- Use any robot, spider, other automatic software or device, or manual process, to copy, download or monitor this Site, any Content or any User Information without our prior written permission, or to enhance play or likes in our promotions, increase the number of plays or likes of songs or other Content of a particular artist on this Site, or increase traffic to the portion of this Site with respect to any particular artist;
- Create and/or maintain any artist portion of this Site that (a) redirects to another Web page, (b) stores or hosts content for remote loading by other Web pages, or (c) contains links to content not permitted by this Site, without our prior written consent, which we can withhold or withdraw at any time for any reason (or for no reason);
- Collect or store personal data about other users unless specifically authorized by such users;
- Use or otherwise export or re-export this Site or any portion thereof, or the Content, in violation of the export control laws and regulations of the United States of America;
- Impersonate any individual or misrepresent your affiliation with any individual or entity, or employ false or misleading email addresses or information in any communication (including footers, headers and return paths);
- Conduct your own contests or promotions, or post, publish or transmit any links regarding any contest, game or raffle requiring participants to pay money;
- Disrupt the normal flow of dialogue in a chat room, cause a screen to scroll faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to use this Site, the Services or the Content; or
- Access or use this Site in any manner that reflects negatively on our reputation or goodwill.
Links; Limited License
As a courtesy to you, this Site may contain links to websites and resources owned by other individuals and entities, including those of our business affiliates and sponsors, or may bring such third party material and resources into this Site via “inverse hyperlinks” and framing technology (collectively, the “Third Party Sites”). We have no access to or control over Third Party Sites or cookies used by Third Party Sites. When you access those links, you are leaving this Site and are accessing the Third Party Sites at your own risk. We do not endorse and are not responsible for the information and content contained on Third Party Sites; nor are we responsible for maintaining links to or availability of Third Party Sites. It is your responsibility to guard against time bombs, trap doors, Trojan horses, viruses, worms or other computer programming code or routines that could alter, damage, destroy, diminish the quality of, expropriate, impair or limit the functionality of, intercept, interfere with, or interrupt your computer system.
We prohibit you from linking to any page of this Site (including through deep links or framed links) in the absence of a separate linking agreement with us or to the extent permitted in the immediately following paragraph. Any website or other device that links to http:\\www.MusicReach.com or any pages or sub-domains is prohibited, without our prior express written consent, from (a) replicating this Site, the Services or the Content, (b) using a browser or border environment around this Site or the Content, (c) implying in any fashion that we or any of our business partners or sponsors are endorsing it or its products/services, (d) stating any fact, or failing to state any fact, that is misleading or that otherwise implies that we or any of our business partners or sponsors are endorsing it or any of its products/services or that we or any of our business partners or sponsors has any relationship with it, (e) presenting false information about us or our products/services, and (f) using any of the Intellectual Property, the Content or the Marks, except to the extent expressly permitted by the next paragraph. Your interactions and business dealings with advertisers on this Site, and our business partners and sponsors, including the purchase and sale of goods and services, are solely between you and such advertisers, business partners and sponsors. We are not responsible for any consequences of your interactions and business dealings with such advertisers, business partners and sponsors.
We grant you a non-assignable, non-transferable, non-sub-licensable and non-exclusive license to link to this Site, using our Marks, subject to the following provisions:
- The Marks may be placed on a website for the sole purpose of creating a link to this Site and allowing users of your website to access the Content and Services on this Site;
- The Marks may not be used for any other purpose, including without limitation, to suggest affiliation with, sponsorship by, or endorsement by us;
- The Marks may be used only in the exact size, shape, colors, design, and configuration as found on this Site. The Marks may not be altered in any manner;
- The Marks may not be used to disparage us, this Site, the Services, the Content, or our users, business partners or sponsors, or in any manner that in our judgment, may blur or tarnish or otherwise damage our goodwill in the Marks; and
- If you use any of the Marks, you must include a statement that “MusicReach is a trademark of MusicReach, LLC.”
By using any of the Marks pursuant to this limited license, you acknowledge that we have exclusive rights to the Marks, and that all goodwill generated through your use of the Marks will inure to our benefit. We reserve the right to revoke this license or to alter its terms from time to time, for any or no reason, with or without notice. We reserve the right to take action against any use that does not conform to these provisions.
Member Account, Password and Security
Certain visitors using this Site and our Services will be required to select a username and password. If this applies to you, you are entirely responsible for maintaining the confidentiality of your username and password. Do not share your username or password with others. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to any authorized or unauthorized use of your account. You may not use another’s account without the permission of the account holder.
Site Connection and Monitoring
You acknowledge and agree that you are responsible for (a) providing all personal computer and communications equipment necessary to access and use this Site, (b) all charges related to connecting to this Site, and (c) obtaining or providing all telephone access lines, telephone and computer equipment (including modems), or other access devices that are necessary to access and use this Site. Any dispute or problem regarding internet connection is between you and your local phone company or internet service provider.
We are under no obligation to monitor this Site. However, you acknowledge and agree that we may monitor this Site to (a) comply with any necessary laws, regulations and rules, (b) operate this Site properly, or (c) protect us, you, other users, or our business partners and sponsors.
Site Location; International Users
This Site originates from Jacksonville, Florida, United States of America. We make no representations or warranties that this Site, the Services and/or the Content are appropriate or available for use in any location other than Jacksonville, Florida, including any location outside of the United States. The United States and certain other jurisdictions control the export of products, services and information. You agree that you will comply with all of the United States’ and other applicable jurisdictions’ laws, rules and regulations regarding (a) the import, export and re-export of the Services and the Content to individuals or entities located outside of the United States, (b) content posted, published and/or transmitted over the Internet, and (c) the posting, publishing and/or transmission of technical data imported, exported or re-exported from the United States or the country in which you physically reside.
We may, in our discretion, discontinue, limit, suspend or terminate your access to and/or use of this Site, the Services and/or the Content at any time, and for any reason (including but not limited to your noncompliance with the Agreement, conduct by you that we believe is or may be harmful to us or others, and conduct by you that violates any applicable law), or for no reason. We can do this without notice to you, even if other individuals and entities continue to have access to and use of this Site, the Services and/or the Content. If we discontinue, suspend or terminate your access to or use of this Site, the Service and/or the Content, you agree that you will immediately (a) immediately discontinue your access to and use of this Site, the Services and/or the Content (other than User-Created Content that you are legally entitled to have in your possession), as applicable, and (b) destroy any copies of the Content in your possession (other than User-Created Content that you are legally entitled to have in your possession). Your access to or use of this Site, the Services or the Content (other than User-Created Content that you are legally entitled to have in your possession) after any discontinuation, suspension or termination will constitute an act of trespass.
You agree to indemnify, defend and release us, and our successors, assigns, partners, members, owners, shareholders, trustees, directors, officers, affiliates, licensors, licensees, agents and representatives (collectively the “Indemnified Parties”), with respect to, and hold the Indemnified Parties harmless from, any claims, damages, expenses (including reasonable attorneys’ and paralegals’ costs, expenses and fees) and other losses that the Indemnified Parties, or any of them, may directly or indirectly incur or suffer arising out of, based upon, connected with, incidental to or related to (a) your access to or use of this Site, the Services, the Content, the Third Party Sites or the Internet, (b) your posting, publishing or transmitting of User-Created Content and User Information on, through or to this Site or the Third Party Sites, (c) any discontinuation, suspension or termination of this Site, the Services or the Content, and (d) your violations of any of the provisions of the Agreement.
YOU HEREBY WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING INDEMNIFICATION, RELEASE AND HOLD HARMLESS PROVISIONS, INCLUDING THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, WE, ON BEHALF OF OURSELVES AND THE REMAINING INDEMNIFIED PARTIES, EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY consequential, direct, exemplary, incidental, indirect, punitive, special or other claims, damages, COSTS, expenses (including reasonable attorneys’ and paralegals’ COSTS, EXPENSES AND fees) OR losses, including damages for loss of use of the Services, the Content OR ACCESS TO THIS SITE FOR WHATEVER REASON INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE TO PERFORM DUE TO ACTS OF GOD, THEFT, DESTRUCTION OR UNAUTHORIZED USE OF RECORDS OR PROGRAMS, lost access to this Site, lost goodwill or profits, or other intangible losses, whether in contract, tort (including negligence), strict liability, product liability or any other theory of liability, whether incurred by you or any third party, arising out of, based upon, connected with, incidental to or related to the following:
- your access to or use of this Site, the Services, the Content, the Third Party Sites or the Internet,
- your posting, publishing or transmitting of USER-CREATED CONTENT AND User Information on, through or to this Site or the Third Party Sites,
- any discontinuation, suspension or termination of this Site, the Services or the Content, and
- your violation of any of the provisions of the Agreement, EVEN IF WE and the other applicable indemnified parties WERE ADVISED OF SUCH POSSIBILITY, OR IF SUCH CLAIM, DAMAGE, EXPENSE OR LOSS WAS FORESEEABLE IN ANY WAY.
IN THE EVENT ANY INDEMNIFIED PARTY IS FOUND TO BE RESPONSIBLE TO YOU FOR ANY CLAIM, DAMAGE, EXPENSE OR LOSS, SUCH INDEMNIFIED PARTY WILL BE LIABLE ONLY FOR ACTUAL CLAIMS, DAMAGES, EXPENSES OR LOSSES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR REMEDIES CONTAINED IN THE AGREEMENT ARE EXCLUSIVE.
Before seeking legal recourse for any claim, cost, damage, expense or claim that you believe you have suffered as a result of your access to or use of this Site, the Services or the Content, you acknowledge and agree that you will give us at least thirty (30) days’ written notice prior to initiating any legal action, which notice must specify the claim, cost, damage or expense.
Disclaimer of Warranties
THIS SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR ACCESS TO THIS SITE AND YOUR USE OF THE SERVICES, THE CONTENT AND THE INTERNET, ARE AT YOUR SOLE RISK. YOU SOLELY ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF DATA RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET.
NEITHER WE, NOR ANY OF THE REMAINING INDEMNIFIED PARTIES, MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND REGARDING (A) THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, INCLUDING WITH RESPECT TO THE ACCURACY, APPROPRIATENESS, AVAILABILITY, COMPLETENESS, FREEDOM FROM VIRUSES, BUGS, ERRORS OR OTHER HARMFUL COMPONENTS, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, PERFORMANCE, QUALITY, SECURITY OR TIMELINESS OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, OR (B) THE THIRD PARTY SITES.
NO ORAL ADVICE FROM US OR ADVICE OR INFORMATION PROVIDED ON THIS SITE SHALL CREATE ANY WARRANTY THAT WE HAVE NOT OTHERWISE EXPRESSLY STATED IN THE AGREEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, WE, TOGETHER WITH OUR AFFILIATES AND LICENSORS, EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES AND ENDORSEMENTS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES BASED ON TRADE USAGE, COURSE OF PERFORMANCE OR COURSE OF DEALING, IN EACH CASE REGARDING THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE LIMITATIONS CONTAINED IN THIS SECTION OF THE AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED $100.00.
YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS CONTAINED IN THESE TERMS ARE FAIR AND REASONABLE.
Survival of Certain Provisions
The termination or expiration of the Agreement (or any portion thereof) for any reason will not terminate the obligations or liabilities of the parties under the Agreement, including those regarding warranties, liabilities, proprietary rights and any others that by their sense and context are intended to survive the execution, delivery, performance, termination and expiration of the Agreement (or such portion thereof).
Governing Law, Waiver of Jury Trial and Venue
The Agreement will be construed, governed by and interpreted in accordance with the domestic laws of the State of Florida without giving effect to any choice of law or any conflicting provision, rule or term (whether of the State of Florida or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Florida to be applied. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement or the construction and interpretation hereof.
Jurisdiction and Venue
Subject to the Paragraph in these Terms entitled “Arbitration,” you and we irrevocably and unconditionally submit ourselves and our respective properties to the exclusive jurisdiction and venue of any Florida state court or United States federal court sitting in or having jurisdiction over Duval County, Florida, and any appellate court from any such state court or federal court (each individually, a “Designated Court”), in any action, appeal, investigation, proceeding or suit before any arbitrator, governmental authority or mediator, including bankruptcy and insolvency proceedings (each a “Proceeding”) arising out of, based upon, connected with, incidental to or related to the Agreement or your use of this Site, the Services or the Content, or for enforcement or recognition of any judgment in connection therewith. You and we irrevocably and unconditionally waive, to the fullest extent you and we effectively and legally may do so, (a) any objection that you or we now or hereafter may have to the laying of venue of any Proceeding in any Designated Court and (B) the claim or defense of an inconvenient forum to the maintenance of such Proceeding in any Designated Court.
If any dispute arising out of, based upon, connected with, incidental to or related to the Agreement has not been resolved by negotiation, then either we or you may initiate arbitration by filing a written demand for arbitration. Arbitration will be administered by the American Arbitration Association, or its successor (the “AAA”) in accordance with the AAA’s Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection in effect at the time of the demand for arbitration, by a sole arbitrator. You and we will cooperate with the AAA and with one another in selecting an arbitrator from the AAA’s panel of neutrals, and in scheduling the arbitration proceedings. The arbitrator must be a person having experience with and knowledge of computers, technology and technology-related businesses. Any award or final decision rendered pursuant to an arbitration conducted pursuant to this Paragraph will be binding and enforceable by any court of competent jurisdiction, and judgment on the award or decision may be entered in any such court. The arbitration will take place in Jacksonville, Florida. The arbitrator will not be empowered to award a remedy beyond those permitted under the Agreement. The arbitration and all related Proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that adequately protects the confidential nature of your and our confidential and proprietary information, and our negotiations and arbitration proceedings.
We will have and retain all remedies and rights existing our favor under the Agreement, at law or in equity, including rights to bring actions for injunctive relief, specific performance and other equitable relief. You acknowledge and agree that the Agreement provides a special and unique benefit to us, and that your violation or threatened violation of the Agreement will result in (a) an irreparable injury to us, (b) us not having an inadequate remedy at law and (c) us suffering damages that cannot be measured strictly in monetary terms. Accordingly, we will be entitled to receive immediate relief enjoining any further or threatened violations (without posting a bond or other security). You waive the claim or defense that we have an adequate remedy at law.
Whenever any action is required to be taken by us within a specified period of time, we will have such additional period of time as equals any period of delay resulting from causes beyond our reasonable control, including actions of or interference by governmental or other regulatory authorities, acts of God (including floods, hurricanes and other acts of nature), acts of terrorism, fire, labor disturbance, wars, riots, civil disturbances, Internet failures, computer equipment failures, telecommunications failures, electrical and equipment failures, or fluctuations or losses in air conditioning, heat or light.
If any provision of the Agreement is found to be invalid or unenforceable by any court having competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of the Agreement, which will remain in full force and effect. No waiver of any provision of the Agreement will be deemed a further or continuing waiver of the provision, or of any other provision. We may assign our rights and obligations under the Agreement to any individual or entity at any time and without notice to you. The section headings used in the Agreement are for convenience only and have no legal effect.
1. User Eligibility.
If you are under the age of 18, you may not access or use this Site without supervision by your parent or legal guardian. PORTIONS OF THIS SITE MAY CONTAIN MATERIAL INAPPROPRIATE FOR MINORS. Parents and legal guardians supervising use of this Site by a minor are responsible for the minor’s online conduct, controlling the minor’s access to and use of this Site, and all consequences of use and misuse by the minor.
Children under the age of 13 may not use this Site and parents or legal guardians may not agree to the Agreement on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our best efforts to remove the personal information permanently from our files, and will take any additional required measures under the Children’s Online Privacy Protection Act of 1998.
We do not discriminate on the bases of age, color, disability, gender identity, national origin, race, religion, reprisal, sex and or any other protected status under applicable law.
Special Provisions Applicable to Users from Outside the United States
If you are a user of this Site located outside the United States, you agree that your personal information may be processed in and transferred to the United States. You agree to refrain from accessing and using this Site if you are in a country embargoed by the United States, you are listed in the annex to, or are otherwise subject to the provisions of, U.S. Executive Order No. 13224, you are named on the most current Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, or you are subject to trade restrictions under the laws of the United States, including, without limitation, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder.
Violations and Reports
13500 Sutton Park Drive S.
Jacksonville, Florida 32224
United States of America
Infringement Claims; Takedown
We respect the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on this Site or by use of any of our Services any materials that violate another party's intellectual property rights. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.
Notification of Alleged Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Agent for Notice with the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material that you claim is infringing is located on this Site, with enough detail that we may find it on this Site;
Your address, telephone number, and email address;
Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
Your statement, made under penalty of perjury, that the above information in your 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.
You may send your Notification of Alleged Infringement to this Site’s Agent for Notice of claims of copyright or other intellectual property infringement, as set forth below (“Agent for Notice”).
13500 Sutton Park Drive S.
Jacksonville, Florida 32224
United States of America
By phone: 904-821-4900
By fax: 904-821-4880
Counter Notification. If you believe your own copyrighted material has been removed from this Site as a result of mistake or misidentification, you may submit a written Counter Notification to our Agent for Notice pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(g)(2) and (3). To be effective, your Counter Notification must include substantially the following:
Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
A statement that you consent to the jurisdiction of the federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which the service provider for this Site may be found;
A statement that you will accept service of process from the party that filed the Notification of Alleged Copyright Infringement or from the party’s agent;
Your name, address, and telephone number;
A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your physical or electronic signature.
You may send your Counter Notification to this Site’s Agent for Notice, as set forth above. If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Agent for Notice first receives notice from the party filing the original Notification of Alleged Infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
If you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false form may constitute perjury.
Revision Date: March 25th, 2015
Copyright ©2015 MusicReach, LLC, All Rights Reserved.