Musicane User Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MPO CORPORATION (“MPO”) WHICH GOVERNS YOUR USE OF THE MUSICANE MUSIC SERVICE (THE “SERVICE”). THIS AGREEMENT—TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF MPO’S RULES AND POLICIES—COLLECTIVELY CONSTITUTE THE “AGREEMENT” ON “TERMS OF SERVICE” BETWEEN YOU AND MPO.

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”).

IN CONSIDERATION OF YOUR RIGHT TO USE THE SERVICE, AND FOR OTHER GOOD AND VALUABLE CONSIDERATIONS, THE RECEIPT AND SUFFICIENCY OF WHICH 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 MPO MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Definition of the Service.

MPO is the provider of the Service that permits you to access Content and purchase downloads of digital content, including but not limited to sound recordings and related artwork (“Products”), under certain terms and conditions as set forth in this Agreement. In addition, MPO provides a hosting platform for offering and selling digital content (“Artist Service”) through your current website or a website provided for you by Musicane (either of which shall be referred to herein as the “Artist Website”). The term “Service” also includes the “Artist Service” and any software provided by MPO that works in conjunction with the Service.

2. Age requirements for use of the Service.

You may use this Service if you are at least 13 years of age. However, you must be at least 18 years old to enter into this Agreement. If you are under 18 years old, you must have a parent or legal guardian carefully read and enter into this Agreement on your behalf.

3. Objectionable Material.

You understand that by using the Service, you may encounter Content that may be deemed offensive, indecent, or objectionable, which Content may or may not be identified as having explicit language, or Content that may be inaccurate, or deceptive. MPO does not control the Content provided by other parties, whether by its customers or other users, which is made available through the Service. You agree to use the Service at your sole risk and that MPO shall have no liability to you of any kind for Content whether that of MPO or third parties, that may be found to be offensive, indecent, or objectionable, inaccurate or deceptive, in any manner.

4. 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 MPO has 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.

5. Other Agreements.

By clicking on the “I Agree” checkbox, you acknowledge that you have carefully read and agree to be bound by the terms of MPO’s Musicane Music Service Terms of Use, and Privacy Policy all as may be amended from time to time, and each of which is incorporated into and made a part of this Agreement. In the event of any conflict between this Agreement and the others, the terms of this Agreement shall control. You represent, warrant and agree that you are using the Service hereunder for your own personal entertainment use and not for redistribution of any kind. You agree not to redistribute or otherwise transfer any copies of Content obtained through the Service. The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.

6. Your 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. MPO 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 MPO may store and use the Registration Data you provide. You agree to verify all information with MPO as MPO may request. MPO may suspend your Account (as defined below) at its discretion until such information is verified to MPO’s satisfaction. In addition, MPO 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 MPO’s requests with respect to your Account, or confirm your identity to MPO’s satisfaction.

7. User Account and Security.

a. Account and Password. 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 MPO of any unauthorized use of your Account or any other breach of security. MPO shall not be responsible for any losses arising out of the unauthorized use of your Account.

b. Security. 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 MPO and its licensors as applicable (“Usage Rules”). You agree to comply with such Usage Rules, and you agree not to 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 MPO for compliance purposes, and MPO reserves 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 MPO 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.

8. Software and Services.

a.    You understand that the Service and any software includes security components that permit digital information to be protected and use to occur only as permitted by usage rules set by MPO and/or content providers who have licensed music, images, video, text, or other material (“Content”) to the Service. 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 Content.

b.    Because the Service and software includes security components, special rules and policies apply. You agree that you will not reverse engineer, decompile, disassemble, or otherwise tamper with any of the security components, special rules or other protection applications for any reason whatsoever. You agree to abide by the rules and policies established from time to time by MPO. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Service and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.

c.    The Service and any related software may enable you to listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form solely for your personal, noncommercial entertainment use. This Content may be owned by MPO or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law and by the Terms of Service, if applicable, as described in the Terms and Conditions presented upon registration for the Service. “Terms of Service” are the licensing rules assigned by MPO and/or the pertinent Content owner to Content that limit your access to and use of it. The Terms of Service approved by MPO and/or the pertinent Content owner in respect of 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. You further agree that you will not attempt to modify any software or Content obtained through the Service for any reason whatsoever.

d.    The software enables MPO to control your access to Content in accordance with the Terms of Service. MPO (for itself and for the Content owners) reserves the right to enforce the Terms of Service with or without notice to you. You represent, warrant and agree that you are using the Service hereunder for your own personal entertainment use and not for redistribution of any kind. You agree not to redistribute or otherwise transfer any copies of Content obtained through the Service.

e.    MPO and/or the owners of the Content may, from time to time, remove Content from the Service without notice.

f.    The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.

9. Agreement to Pay.

a. 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.

b. 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.

10. Intellectual Property.

a. Acknowledgement of Ownership. You agree that the Service, contains proprietary information and material including but not limited to copyrighted material, trademarks, service marks and other proprietary information, which may include without limitation text, software, photographs, video, graphics, images, compositions, music, and sound that is owned by MPO and/or its licensors (collectively “Proprietary Information”), and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such Proprietary Information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or Proprietary Materials, in any manner, and you shall not exploit the Service or Proprietary Materials in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

b. Removal of MPO Content or Other Materials. Notwithstanding any other provision of this Agreement, MPO and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will MPO be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. MPO may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

c. Copyrights. All copyrights in and to the Service, including but not limited to, the Musicane Music Service (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by MPO and/or its licensors. THE USE OF THE SOFTWARE OR 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 COPYRIGHT INFRINGEMENT.

d. Trademarks. MPO, MUSICANE, the MPO logo, and other MPO trademarks, service marks, graphics, and logos used in connection with the Service are trademarks of MPO, Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

11. Artist Service.

a. Specifications. Subject to the terms and conditions of this Agreement, MPO shall use commercially reasonable efforts to provide the Artist Service in accordance with the specifications and requirements selected by you from those available through the Artist Service from time to time. You shall be solely responsible for any connectivity interface that is required between the Artist Service and the Artist Website.

b. Fulfillment. MPO shall provide you with the following services (the “Musicane Services” or “Service”):

(i) encoding and encrypting the music or other content to be offered through Musicane (the “Artist Content”) at the levels of security established by you from available security levels; provided, however that although MPO shall use reasonable commercial efforts to maintain the selected security levels, it makes no guarantees that its security mechanisms, or those of its third party vendors, are unbreakable;

(ii) storage of the Artist Content on one or more of MPO’s servers (each an “MPO Server”);

(iii) providing the mechanism by which your customers shall access the Artist Content on the MPO Server for digital distribution; and

(iv) fulfilling orders and processing credit cards related to Customer purchase(s). MPO shall provide all billing, customer service, and transaction fulfillment in connection with the Artist Content sold on or through Musicane. MPO shall either provide such Services itself, or enter into agreements with relevant third party vendors to provide the required Services hereunder.

c. Artist Hosting. Subject to the terms and conditions of this Agreement, MPO shall use commercially reasonable efforts to host and maintain the Artist Service in accordance with the following service levels: MPO shall use reasonable commercial efforts to cause its server computers and related equipment to be operational, and to cause the Artist Service to be accessible from the Internet, twenty-four (24) hours per day, seven (7) days per week, every day during the calendar year, except as otherwise provided herein, and except for scheduled maintenance periods. In the event MPO fails to maintain, or experiences interruption in access to the Artist Service, MPO shall restore the Artist Service as quickly as reasonably possible under the circumstances.

d. Cross-Links. You and MPO agree that the Artist Service will contain a link, displayed with reasonable prominence, on an MPO website, as determined by MPO. MPO may, but has no obligation to, provide a link from its websites to the Artist Website. Also, a “Musicane” or similar graphical image, as may be determined by MPO in its sole discretion, will be placed above the fold in a conspicuous manner on each page of Musicane hosted by MPO.

e. Artist Content.

(i) Artist Content. You shall be solely responsible for determining the Artist Content offered through the Artist Service, and shall provide MPO with such Artist Content, in a form acceptable to MPO. Further, you agree that no Artist Content shall contain obscene and/or pornographic material of any kind. You shall also be solely responsible for procuring any and all necessary rights to offer, sell, and deliver the Artist Content through the Artist Service, for paying any and all mechanical and/or other royalties that may be payable in connection such rights, and for informing customers of the type and nature of the Artist Content offered by you.

(ii) Artist Content Prices. The retail price of the Artist Content shall be determined by you; provided, however that such price may be subject to a minimum price established by MPO, and which may be changed from time to time. (See the Artist Fee Schedule).

(iii) Removal of Artist Content. You understand and agree that while MPO shall not monitor or censor the content on the Artist Website, Artist Service, or which is being digitally distributed by MPO hereunder, MPO shall have the unfettered ability at its discretion to remove any content, including, but not limited to obscene and/or pornographic content, and the Content on the MPO Server at any time, related to a legal demand or otherwise.

f. Compensation and Accounting.

(i) Fees. In exchange for the Musicane Services provided by MPO set forth herein, you shall pay MPO the fees set forth on the Artist Fee Schedule, which may be changed from time to time.

(ii) Accounting. If MPO collects payments for the sale of the Content through the Artist Service. such payment shall be made on the 15th day of each calendar month, or the next business day if the 15th day is on a weekend or holiday, for actual sales made the previous calendar month. You may review sales made through the Artist Website by logging in to your Artist Service administrative page. Payment shall be made in U.S. dollars by check, direct deposit, or other accepted electronic payment methods, at your discretion, provided, however that MPO may change available payment options in its sole discretion.

g. Proprietary Rights/Confidentiality.

(i) Ownership. As between you and MPO, and except for any materials provided to MPO by you, MPO shall have all rights, title and interest in and to the Artist Service, and any inventions, and/or works-of-authorship created or contracted by MPO in the course of development of the Artist Service, and any data (including without limitation any personal information of customers and users) collected in the course of providing the Musicane Services hereunder.

(ii) License. Subject to the terms and conditions of this Agreement, you grant MPO a non-exclusive, right to market, sell and distribute (including the right to stream samples of Artist Content for promotional purposes) the Artist Content through the Artist Service, and a nonexclusive, license to use and display your name and/or logo (“Trademarks”) to accomplish the branding of the Artist Service, and as may be otherwise contemplated in this Agreement. All benefits and rights from the use of your Trademarks by MPO shall inure to you. MPO may place advertising in conjunction with the Artist Service.

(iii) Confidentiality: All terms of this Agreement, including but not limited to fees paid hereunder by you, shall be considered the confidential and proprietary information of MPO, and you shall not use or disclose such information to any third party without MPO’s prior written consent.

h. Promotional Materials. MPO may use your name and Trademarks on any MPO website, for purposes of advertising and trade for such websites, and for institutional advertising and promotion. You may use the MPO and/or Musicane name, trademark, and/or logo (collectively the “MPO Marks”) solely in product brochures, financial reports and prospectuses, or on the Artist Website. Any other use of the MPO Marks, including without limitation, use of the MPO Marks in press releases and promotional materials, are prohibited without MPO’s prior written consent. All benefits and rights from the use of the MPO Marks by you shall inure to MPO. You may not use any screen shots, or other portrayals of any kind of the Artist Service, or the Musicane “look and feel” in any manner without MPO’s prior written consent, which MPO may refuse, in its sole discretion. To request consent, please send details of your desired use of the MPO Marks to bizdev@mympo.com.

i. Patent License. You acknowledge and agree that MPO is a licensee of Thomson, Inc. (“Thomson”) for its patented MP3 file technology. In the event that you earn gross revenues in an amount over $100,000 in any given calendar year resulting from the distribution of any Artist Content created and/or encoded using MP3 technology, you may be charged a royalty in the amount of two percent (2%) of such gross MP3’s revenues over $100,000 which is due to Thomson. MPO shall deduct such royalty from amounts owed to you at the end of any calendar year in which such royalty may be due, and pay it directly to Thomson. Your accounting statement shall reflect such payments. Also, MPO shall have the right to include the Thomson logo on the Template Frame and/or the Musicane Content store, at its sole discretion.

12. Termination.

a. Termination by MPO. If you fail, or MPO believes that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide MPO with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, or violation of the Usage Rules or any license to the software, MPO, in its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).

b. Termination of the Service. MPO may terminate this Agreement for any reason (or no reason) upon five (5) business days notice to you, except that if, in our sole discretion, you are in breach of this Agreement we may immediately suspend your Account without notice to you, and terminate the Agreement if such breach is not cured within five (5) business days of our notice to you of such breach.

c. Termination by You. Except as otherwise provided herein, you may terminate this Agreement for any reason (or no reason) at any time upon written notice to MPO.

d. Survival of Certain Provisions. Paragraphs 11, 12(g)(i), 12(g)(iii), 13(d), 14, 15, 16, 17, 18, 20, 21, and 22 and any obligations to pay amounts due and owing prior to termination shall survive termination or expiration of this Agreement for any reason.

13. General Compliance with Laws.

The Service is controlled and operated by MPO from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service, from whatever country you may be accessing the Service.

14. Enforcement of These Terms.

MPO reserves the right to takes steps MPO believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to MPO’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights). You agree that MPO has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as MPO believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to MPO’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights).

15. No Responsibility for Third-Party Materials or Websites.

Certain content, Products, and services available via the Service may include materials from third parties. In addition, MPO may provide links to certain third party websites. You acknowledge and agree that MPO is not responsible for examining or evaluating the content or accuracy of any such third-party material or Websites. MPO does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to you.

16. Disclaimer of Warranties; Liability Limitations.

a. Disclaimers. MPO DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME MPO MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY MPO) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

b. Limitation of Liability. IN NO CASE SHALL MPO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MPO’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

c. Protection of Information. MPO SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND MPO HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

d. No Protection. MPO DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND MPO DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

17. Waiver and Indemnity.

BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD MPO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY MPO AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM MPO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AGENTS, ASSIGNS, LICENSEES, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF MPO’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

18. Changes.

MPO reserves 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, and additional rules, policies, terms, and conditions (collectively "Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Musicane Music 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.

19. Notices.

MPO may send you notice with respect to the Service by sending an email message to the email address listed in your Musicane Account contact information, by sending a letter via postal mail to the contact address listed in your Musicane Account contact information, or by a posting on the Musicane Music Service. Notices shall become effective immediately.

20. Governing Law.

The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with MPO or relating in any way to your use of the Service resides in the courts of the State of California, and you submit to the personal jurisdiction of such courts and waive any objections to venue of such courts.

21. Miscellaneous.

This Agreement constitutes the entire agreement between you and MPO and governs your use of the Service, superseding any prior agreements between you and MPO. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. MPO’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. MPO will not be responsible for failures to fulfill any obligations due to causes beyond its control.

BY CLICKING THE “I AGREE” CHECKBOX OR PURCHASING PRODUCTS FROM THE SERVICE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU HAD THE OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY LEGAL COUNSEL AND THAT YOU ARE AT LEAST 18 YEARS OLD, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR AT LEAST 13 YEARS OF AGE, AND APPROVE OF AND HAVE THE LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT.

ARTIST FEE SCHEDULE

Thirty percent (30%) of sales. There is a minimum price of thirty cents ($0.30) per transaction.