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Musicane Social Network User Agreement

The Musicane service and network (collectively, "Site" or the "Service(s)") are operated by Musicane Corporation (collectively, "us", "we" or "the Company"). By accessing or using our web site at www.musicane.com you ("you", the "User", or other similar words) signify that you have read, understand, and agree to be bound by this Agreement ("Agreement"), whether or not you are a registered member of the Site. Some Services may be subject to additional posted rules, policies and terms.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (OR "USER") AND MUSICANE CORPORATION ("MUSICANE") WHICH GOVERNS YOUR USE OF THE MUSICANE MUSIC SERVICE (THE "SERVICE") PROVIDED VIA MUSICANE AND OTHER AUTHORIZED WEBSITES. THIS AGREEMENT—TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF MUSICANE’S RULES AND POLICIES—COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND MUSICANE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE OTHERS, THE TERMS OF THIS AGREEMENT SHALL CONTROL.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SERVICE OR ITS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR USE THE SERVICE, SOFTWARE OR ANY MUSIC, IMAGES, VIDEO, TEXT, OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICE ("CONTENT").

YOU ACKNOWLEDGE, BY CLICKING THE "I AGREE" CHECKBOX, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE "I AGREE" CHECKBOX AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU; CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND MUSICANE MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

Description of the Service

We are the provider of the Service that permits users to create personal profiles for use on our social network and permits users to access Content and purchase downloads of digital content from the Company’s online store ("Online Store"), including but not limited to sound recordings and related artwork ("Products"), under certain terms and conditions as set forth in this Agreement. All Sony BMG content is sold directly by Sony BMG Music Entertainment Downloads LLC via Musicane as its agent. The Service includes a combination of content that we create and that other third party content suppliers, including users, create. By example, the Service may provide you and other users with an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us or others on or through that Service (collectively, the "Submissions"). Company will adhere to high quality and ethical standards in the creation of Company’s content; however, in using the Service, you may be exposed to content that you find offensive, indecent, objectionable, or that is inaccurate and you bear all risks associated with using that content. You understand that the Service is provided by Company "AS IS", and that Company does not guarantee the accuracy, integrity or quality of any content available on or through the Service. In this regard, you acknowledge that you should not rely on any of this content, whether created by or submitted by a third party to Company. Company and its licensors may, upon the discretion of Company, remove Content from the Services or Site without notice.

You understand that from time to time, you may communicate with, receive communications from, or otherwise participate in or use the services or obtain goods and services of or from, third parties (e.g., advertisers) as a result of your use of the Service. All such communication, interaction and participation is strictly and solely between you and such third party and Company shall not be responsible or liable to you in any way in connection with these activities or transactions (including, but not limited to, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party, or any goods or services you may purchase or obtain from any third party). In particular, the appearance or availability of links to third party sites on or through the Service does not constitute an endorsement by Company with respect to the content, advertising, products, or other materials available on or from such sites.

You further understand and agree that the Service may include certain communications from Company (such as administrative messages and certain newsletters), and that these communications are considered part of the Service and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the Agreement. Finally, you are responsible for obtaining access to the Service and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service. You represent, warrant, and agree that you are using the Service for your own personal entertainment and not for redistribution of any kind. You agree not to redistribute or otherwise transfer any copies of Content obtained through the Service. Use of the Service and registration to be a Member of the Service ("Membership") is void where prohibited.

User Content Submissions

You are solely responsible for the information, opinions, descriptions, photos, profiles, messages, videos, and all other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

Furthermore, you represent and warrant that your User Content and any contributions to or communications you make through the Site will not contain any material that:

  • is false, inaccurate, or misleading; infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy; or violates any law or regulation; is defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening, harassing, or contains hate speech; is obscene or contains pornography; or
  • contains any computer programming routines such as spiders, viruses, Trojan horses, time bombs, or other malicious code or programs that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.

You understand and agree that User Content does not reflect the views of Company and Company does not verify, endorse, or vouch for any such content and if we determine in our sole discretion that any User Content is inaccurate, was posted without authorization, is illegal, or otherwise does or may violate this Agreement, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable User’s right to use the Service; (c) use any technological, legal, operational, or other means available to the Company to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating the applicable User’s registration; and/or (d) investigate and take appropriate legal action against users as deemed necessary. We assume no responsibility for monitoring, modifying, or removing the Content on this Service.

Attribution

The Company and its designees may attribute you (and use, publish, transmit, and reproduce your name, likeness, and biographical details) in connection with the Site and your contributions to Used Content in the sole discretion of the company and its designees.

Personal Information

You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. We may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete, and report you to authorities, as applicable. You agree that we may store and use the Registration Data you provide. You agree to verify all information with us as we may request. We may suspend your Account (as defined below) at its discretion until such information is verified to our satisfaction. In addition, we may suspend your Account in its sole discretion for up to 5 days before providing you with a reason for such suspension, and may cancel your Account if you do not settle any outstanding debt, comply with our requests with respect to your Account, or confirm your identity to our satisfaction.

Rules of Conduct

Your use of the Service is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. In addition, you agree that:

  • you will not interfere with another member’s use and enjoyment of the Service; you will not interfere with or disrupt the security measures of the Service; you will not interfere with or disrupt networks connected to the Service, and will comply with all regulations, policies and procedures of such networks; and
  • you will comply with United States law regarding the transmission of technical data exported from the United States.

You further agree that you will not use the Site to:

  • send or result in the transmission of "spam" (junk email) or unsolicited messages;
  • promote or generate revenue for any business or commercial purposes, including collecting of usernames, user ids, and/or email addresses, unless authorized by Company;
  • impersonate any person or entity; intentionally or unintentionally or create a false identity on the Site;
  • collect or store personal data about other users; or
  • make publicly available on the Site or otherwise transmit any private information of any third party.

You are solely responsible for your interactions with other users. We reserve the right, but assume no obligation, to become involved in any way with disputes between you and other users.

System Requirements

Use of the Service requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility, and we have no obligation to alert you to any change of any kind in system requirements. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

User Account and Security

As a registered User of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify us of any unauthorized use of your Account or any other breach of security. We shall not be responsible for any losses arising out of the unauthorized use of your Account. You understand that the Service, and Products purchased through the Service, may include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by us and our licensors as applicable ("Usage Rules").

By installing, copying, or otherwise using the Online Store or its software, you acknowledge that you have read and understood this Agreement, and agree to be bound by such Usage Rules. You agree to not violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by us for compliance purposes, and we reserve the right to enforce the Usage Rules with or without notice to you. You will not access the Service by any means other than through methods provided by us for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.

Proprietary Rights

All content on the Site and available through the Service, including but not limited to designs, text, graphics, images, logos, photographs, illustrations, audio and video material, artwork, information, database, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, and their selection and arrangement (the "Site Content"), excluding any of your uploaded content (individually and/or collectively, "User Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved.

You may not modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, create derivative works from, or broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any materials contained on the Service (except for your User Content) without the express prior written consent of Company. THE USE OF ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR INFRINGEMENT OF PROPRIETARY RIGHTS.

Limited License

Provided that you are eligible for use of the Site, you are granted a limited license to access the Site and the Site Content and to listen to, view, read, download, or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you do not alter, delete or conceal any copyright or other notices contained on the Service, including notices on any Content you download, transmit, print or reproduce from the Service, nor shall you distribute such Site Content. This Content may be owned by Company or by third parties. All Sony BMG content is sold directly by Sony BMG Music Entertainment Downloads LLC via Musicane as its agent. The Usage Rules approved by Company or any licensor regarding Content will govern your rights with respect to that Content regardless of whether unauthorized rules have been associated with that Content by another party.

You agree not to make any use of Content that would infringe the copyright therein. Except for your own User Content, you may not and will not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights. This license is revocable at any time without notice and with or without cause.

Third Party Websites and Content

The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, video, audio, information, applications, and other content or items belonging to or originating from third parties (the "Third Party Applications or Content"). Such Third Party Sites and Third Party Applications or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications or Content posted on, available through or installed from the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

User Profiles

Our Service may allow users to make some of their personal information (including, but not limited to, name, company affiliation and job title) available to other visitors as part of their profile or other listing. These information fields are clearly identified as part of the registration process. If you do not want certain personal information to be available to other Service Users, you should not include it in your profile or other listing. As with all other content on the Service, we reserve the right to refuse (or remove) listings in our sole discretion, and without prior notice, if we determine that they are inaccurate, were posted without authorization, or otherwise violate this Agreement.

Promotions

Our Service may from time to time conduct promotions, including, but not limited to sweepstakes and contests ("Promotions"). If we conduct a Promotion the terms, conditions and rules for that Promotion will be posted or otherwise made available to you and, for purposes of each Promotion in which you participate, will be deemed incorporated by reference into this Agreement (and therefore a part of your agreement with Company).

Fee-Based Service

Our Service may require that you pay a fee to access, use or download such Service, as indicated. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable. If we terminate your use of the Service because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

Agreement to Pay

Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

Hardware/Software Requirements. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility. YOU AGREE THAT IN USING THE SERVICE, YOU MAY INCUR ADDITIONAL CHARGES FROM MOBILE DEVICE SERVICE SUPPLIERS AND OTHER TELECOMMUNICATIONS PROVIDERS.

Storage and Practices

You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that User Content will be retained by or made available through the Service, the maximum disk space that will be allotted on the Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that the Company has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Service.

Privacy

Company is sensitive to your privacy. Please see our Privacy Policy for information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service.

Termination

Company has the right to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

  • Restrict, deactivate, suspend, or terminate your access to all or any part of the Site or Service including deletion of your accounts and all related information and files in your account;
  • Refuse, move, or remove for any reason any material that you submit on or through the Site or Service;
  • Refuse, move, or remove any material that is available on or through the Site or Service; and/or
  • Establish general practices and limits concerning use of the Service.

We may take any of the above actions for any reason, as determined by Company in its sole discretion, including, but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Service (or any part thereof), and (e) unexpected technical or security issues or problems. You agree that we will not be liable to you or any third party for taking any of these actions. Except as otherwise provided herein, you may terminate this Agreement for any reason (or no reason) at any time upon written notice to us. Provisions regarding proprietary rights, termination, legal compliance, enforcement, third-party websites and content, disclaimers, limitations of liability, waivers, indemnity, notice, and any obligations to pay amounts due and owing prior to termination shall survive termination or expiration of this Agreement for any reason.

Indemnification

You hereby agree to indemnify, defend and hold Company, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the "Parties"), harmless from and against any and all liability, losses, expenses, damages, and costs (including attorneys’ reasonable fees), incurred by any of the Parties in connection with any claim arising out of your use of the Service, any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, the content you submit, post, transmit or make available through the Service (including without limitation any musical recordings, musical/lyrical recordings, audiovisual works, text, and images you upload or otherwise provide to the Site), your violation or breach of any part of this Agreement, your connection to the Service, or your violation of the rights of any other person or entity.

WARRANTY DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY THE LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE COMPANY’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE COMPANY’S SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICE MADE AVAILABLE VIA THE SITE. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE SITE, AND TO ALL TRANSACTIONS YOU UNDERTAKE ON THE SITE, INCLUDING WITHOUT LIMITATION SUBMISSION OF ANY USER CONTENT.

Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

In addition, please note that the Site may include technical inaccuracies or typographical errors. The Company has the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Site, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Service on any particular device or communications service. The Company has no obligation to provide you with notice of any such changes, and the Company is under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Site.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION, PROMOTION, OR MARKETING OF THE SITE OR THIS AGREEMENT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE SITE, EVEN IF THE COMPANY OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE AGGREGATE LIABILITY TO YOU OF THE COMPANY AND ANY OTHER PARTY EXCEED ONE HUNDRED DOLLARS ($100.00) FOR ANY AND ALL CLAIMS, DAMAGES, AND OTHER THEORY OF LIABILITY.

SOME U.S. STATES DO NOT ALLOW, AND OTHER JURISDICTIONS MAY NOT ALLOW, THE LIMITATION AND LIABILITY, SO THE FORGOING DISCLAIMER MAY NOT APPLY TO YOU IF PROHIBITED BY APPLICABLE LAW.

Eligibility

The Site is intended solely for users who are thirteen (13) years of age or older, and any registration by, use of, or access to the Site by anyone under the age of 13 is unauthorized, unlicensed, and in violation of this Agreement. By using the Site, you represent and warrant you are 13 or older and that you agree to abide by all of the terms and conditions herein. If you are under 18, you affirm that you are either an emancipated minor or possess legal parental or guardian consent to access and use the Site. We may terminate your account, project, and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Site for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13.

Miscellaneous

Entire Agreement. This Agreement, including the policies referred to in this Agreement, constitutes the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company. As noted above, you also may be subject to additional terms and conditions that may apply when you use or purchase certain other Company services, affiliate services, third-party content or third-party software. This Agreement cannot be changed or terminated orally. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Changes. We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, reinstallations of the software and security patches, and additional rules, policies, terms, and conditions (collectively "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Service following the implementation of such Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

Notice. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on or through the Service or delivering them to you through email. You may update your email address by visiting the Service where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting the Company at 1350 Abbot Kinney, Suite 203, Venice, CA 90291. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Assignment. You agree that this Agreement and our rights hereunder may be assigned, in whole or in part, by Company or its affiliate to a third party, in our sole discretion, in connection with a merger, acquisition, reorganization or sale of substantially all of our assets, or otherwise, in whole or in part. You may not assign, sublicense, or delegate your rights hereunder.

Choice of Law and Forum. The formation, construction and interpretation of this agreement shall be controlled by the laws of the State of California, giving no effect to choice of law provisions. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the state and federal courts in Santa Monica, California, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.

No Third Party Beneficiaries. The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

Waiver and Severability. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, 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 the Agreement remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.