MUSIC NEIGHBORS TERMS AND CONDITIONS OF USE
These terms and conditions (the “Terms”) govern your access to and use of Music Neighbors’ websites and mobile applications (“Site”). By accessing or using the Site, you are agreeing to these Terms and entering into a legally binding contract with Music Neighbors. It is important that you read carefully and understand the Terms. Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
Any references to “you” and “your” refer to you, as a user of the Site. References to “we”, “us” and “our” refer to Music Neighbors.
I. USING THE SITE
A. Permission to Use the Site: We grant you permission to use the Site subject to the restrictions in these Terms. We may terminate your permission to use the Site for any conduct that we consider to be inappropriate, or for your breach of these Terms, including the Restrictions listed in Section III RESTRICTIONS. Your use of the Site is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
B. Site Availability: The Site may be modified, updated, interrupted, suspended or discontinued at any time, for any or no reason, without notice or liability to Music Neighbors.
C. User Accounts: You may need to register to use part of the Site. We may reject or require that you change any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you are responsible for any use of your username and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your username and password, or your Site account. We reserve the right to close your account at any time, at our sole discretion, for any reason whatsoever. Furthermore, we reserve the right to reveal your identity (including whatever information we know about you) in the event of a complaint or legal action arising from any message posted by you or when necessary to protect safety and security.
D. Subscriptions: User Accounts are provided based on a monthly Subscription basis that is free to create and renew. The Subscriptions offer an opportunity to donate to Music Neighbors (See Section XII. MAKING DONATIONS).
A. Responsibility for Your Content: You alone are responsible for the content of your messages, and you agree to indemnify and hold harmless Music Neighbors and our agents with respect to any claim based upon the transmission of your message(s) and/or posting(s). We reserve the right to remove any messages for any or no reason whatsoever.
B. Music Neighbors’ Right to Use Your Content: By posting messages, uploading files, inputting data, or engaging in any other form of communication through this Site, you are granting Music Neighbors a royalty-free, perpetual, non-exclusive, unrestricted, fully transferable, worldwide license to: (1) use, copy, sublicense, adapt, transmit, publicly perform, or display any such communication; and (2) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. The foregoing rights shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.
C. Ownership: All material on the Site, including, but not limited to, text, data, graphics, logos, button icons, images, sound bites, audio clips, videos, video clips, links, digital downloads, data compilations, and software is owned, controlled by, or licensed to Music Neighbors and is protected by copyright, trademark, and other intellectual property rights. Material on the Site is made available solely for the use described in these Terms and Condition of Use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of Music Neighbors in each instance. You may download material intentionally made available for downloading from the Site for the purposes granted by Music Neighbors, provided that you keep intact any and all copyright and other proprietary notices that may appear on such materials.
D. Commercial Use: Commercial use of the Site is limited to the sole discretion of Music Neighbors. If you would like to use the Site for commercial purposes, including but not limited to sales, marketing, research, data compilation, downloading, uploading, or other means of value, you must follow the appropriate channels provided by Music Neighbors or contact us for permission.
You may purchase products and/or services from Music Neighbors through the Site or from Third Parties (such as vendors, artists, labels, etc., under Section VII. THIRD PARTIES) including but not limited to, purchases of Content (including digital Content made available via download and streaming through the Service), or physical merchandise. Music Neighbors is not responsible for the purchase or refunds for Content or purchases made from Third Parties.
Content you purchase cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Site and not make it available for future sale.
Music Neighbors retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Music Neighbors, and to correct any inaccurate listing or technical problems on the Site. Music Neighbors may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.
The following rules, policies, and disclaimers shall apply to and/or govern your use of the Site (including but not limited to any bulletin boards, chat rooms, or other online services provided on this Site). We do not review every message or confirm the accuracy or validity of information posted. We do not actively monitor the contents of the postings and are not responsible for the content of any postings. We do not vouch for or warrant the validity, accuracy, completeness, or usefulness of any message or information posted. The contents of the postings do not represent the views of Music Neighbors, its owners, or any person or entity associated with Music Neighbors. If you feel that any posting is objectionable, we encourage you to contact us by email. We will make every effort to remove objectionable content if we deem removal to be warranted. Please understand that removal or editing of any posting is a manual process and might not occur immediately.
A. You agree not to, and will not assist, encourage, or enable others to use the Site to:
i. Post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, obscene, profane, hateful, harassing, sexually oriented, threatening, invasive of anyone’s privacy, or otherwise in violation of any law;
ii. Post or transmit any material in violation of a third party’s copyright or other intellectual property or proprietary rights;
iii. Post or transmit any information or software that contains a virus, worm, defects, Trojan horses or other items of a harmful, disruptive or deleterious nature;
iv. Engage in commercial activity (including, but not limited to, sales, contests or sweepstakes) without following the provided channels of commercial use or without Music Neighbors’ prior consent;
v. Solicit, request or collect personal information for unlawful purposes;
vi. Solicit personal information from minors;
vii. Send bulk emails, surveys, or other mass messaging whether commercial in nature or not without the prior consent of Music Neighbors;
viii. Engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results; or
ix. Impersonate any other individual or entity.
B. You also agree not to, and will not assist, encourage, or enable others to:
i. Restrict or inhibit any other user from using and enjoying the Site (for examples, by means of hacking or defacement);
ii. Utilize any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site;
iii. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
iv. Record, process or mine information about other users;
v. Reformat or frame any portion of the Site;
vi. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Music Neighbors’ technology infrastructure or otherwise make excessive traffic demands of the Site;
vii. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
viii. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
ix. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site; or
x. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site content or features that enforce limitations on the use of the Site.
IV. CHANGES TO THE TERMS AND CONDITIONS
A. We may modify the Terms from time to time. When changes are made, we will notify you by making the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. All material modifications will apply prospectively only. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after any posted modification to the Terms indicates your acceptance of the modification.
B. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
V. UPLOADING, POSTING, OR TRANSMITTING CONTENT TO THE SITE
Where permitted, you may submit any Content, including but not limited to music, photographs, videos, sound bites, artworks, text, images, or other data, to the Site. In doing so, you acknowledge and agree that the grant of content to Music Neighbors is a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to link to, use, reproduce, transmit, modify, adapt, publish, display, perform, distribute, and translate content.
By uploading or posting or transmitting any Content to the Site:
A. you represent and warrant, and can demonstrate to Music Neighbors’ full satisfaction upon request, that (i) you own or otherwise control all rights to your Content (or that such Content are in the public domain or have otherwise been directly licensed to you in writing with a grant of rights sufficient to permit you to agree to these Terms and Conditions of Use and to grant all of the rights with respect to the Content; (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content you upload or post or transmitted to the Site; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by these Terms and Conditions of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Content to Music Neighbors and use on the Site. The burden of determining whether any Content uploaded or posted or transmitted to the Site by you is protected by copyright rests solely with you.
B. you represent and warrant that the use or other exploitation of your Content by Music Neighbors and its authorized representatives, sublicensees, and distributors and/or by users of the Site as contemplated by these Terms and Conditions of Use will not infringe or violate the rights of any third party, including but not limited to any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
C. you represent and warrant that, to the extent you are the owner of any or all of the Content uploaded or posted or transmitted, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization, whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such performing rights organization or music publisher of your grant of a royalty free license to Music Neighbors for the public performances and communications to the public of your Content, and that no fees or payments of any kind whatsoever shall be due to any performing rights organization or music publisher for the public performance or communication to the public of your Content.
D. you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Content.
VII. THIRD PARTIES
The Site may include links to other websites or applications (each, a “Third Party Site”). Unless otherwise noted, Music Neighbors does not operate, control or endorse any information, products, or services on any Third Party Site. You agree that we are not responsible for the availability or contents of any Third Party Sites and that your use of any Third Party Site is at your own risk.
You agree to indemnify, defend and hold harmless Music Neighbors and its affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) your use of any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Music Neighbors reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Further, you agree to indemnify, defend and hold harmless Music Neighbors and its affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from enforcement of this indemnification clause.
IX. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF MUSIC NEIGHBORS AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS. EACH OF THESE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
A. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. MUSIC NEIGHBORS MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, MUSIC NEIGHBORS IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR USE OF THE SITE.
B. MUSIC NEIGHBORS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.
C. MUSIC NEIGHBORS, ITS AFFILIATES, AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE OR ANY THIRD PARTY SITE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES AND/OR ANY THIRD PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
D. MUSIC NEIGHBORS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY THIRD PARTY SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
E. MUSIC NEIGHBORS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE SITE OR ANY THIRD PARTY SITE.
F. MUSIC NEIGHBORS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW OFTEN THE MATERIALS OR INFORMATION POSTED ON THE SITE WILL BE UPDATED (IF AT ALL) OR THE NUMBER OR IDENTIFICATION OF THE RECORDING ARTISTS OR OTHER INDIVIDUALS (IF ANY) THAT WILL BE FEATURED ON THE SITE.
X. VOID WHERE PROHIBITED
Although this Site is accessible worldwide, not all products or services discussed or referenced on this Site are available to all persons or in all geographic locations. Music Neighbors reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area it so desires. Any offer for any product or service made in this Site is void where prohibited.
XI. MAKING PURCHASES
If you wish to purchase products or services described on the Site, you may be asked to supply certain information including credit card or other payment information. By initiating a transaction you warrant and represent that you (A) are eighteen (18) years of age or older and (B) have the legal right to use the payment means you select. You agree that all information that you provide will be accurate, complete and current. You agree to pay all charges, including shipping and handling charges, incurred by users of your credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Music Neighbors will be entitled to change the pricing and availability of any particular product(s) or service(s) without prior notice at any time. Music Neighbors does not offer refunds in the event of temporary or permanent price drops following purchase at higher prices. All sales of digital content are final.
XII. MAKING DONATIONS
All donations to Music Neighbors are made as unrestricted gifts and may not be specified for any particular purpose. The amount of donations to the nonprofit designated by you are charged on your credit card and paid to, and processed by, Music Neighbors or its affiliates. Any payments of donations are final and non-refundable. You agree not to use an invalid or unauthorized credit card in making transactions on the Site. Once a donation is made, the transaction is final and not subject to dispute unless unauthorized use of your payment card is proved. If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.
XIII. RULES FOR PROMOTIONS
Any contests, sweepstakes, surveys, games or similar promotions (collectively “Promotions“) made available through the Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotions, you will become subject to those rules, which may vary from the Terms set forth herein. Music Neighbors advises you to review carefully any specific rules applicable to a particular Promotion which, in addition to these Terms, governs any information you submit in connection with such activities. To the extent that the rules for a Promotion conflict with these Terms, the Promotion rules shall control.
XIV. RESTRICTIONS ON ASSIGNMENT, TRANSFER, AND SUBLICENSES
The Terms are not assignable, transferable or sublicensable by you except with Music Neighbors’ prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms shall be void
XV. MUSIC NEIGHBORS’ NON-WAIVER OF RIGHTS
Any failure by Music Neighbors to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
XVI. CHOICE OF LAW AND DISPUTE RESOLUTION
A. These Terms shall be governed by, and construed in accordance with, the laws of the United States and the State of Tennessee, exclusive of its choice of law rules, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
B. In the event of a dispute arising out of the use of the Site, these Terms and Conditions of Use, or other communication or interaction with Music Neighbors, you agree to attempt to resolve any dispute by negotiation in good faith efforts.
C. If you and Music Neighbors are unable to resolve the dispute, and prior to commencing any arbitration or litigation, you must first commence mediation through the American Arbitration Association.
D. If the parties to mediation are unable to resolve the dispute in good faith and still wish to pursue the dispute, then prior to commencing any litigation, the parties must submit to binding arbitration through the American Arbitration Association.
E. If a dispute ever reaches litigation for any reason, both parties agree to submit to the exclusive jurisdiction of the state and federal courts sitting in the city of Nashville in the State of Tennessee, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Further, both parties 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 attorneys’ fees; and (iii) any claim must be brought individually and not consolidated as part of a group or class action complaint.
XVII. ENTIRE AGREEMENT AND SEVERABILITY
A. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
B. In the event that any of the provisions of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect.
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