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Terms of Membership

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE AND SERVICES.

Welcome

Welcome to www.HelloMusic.com (the "Site")! The Site is provided by Hello Music, LLC d/b/a Hello Music (collectively, "Hello Music," "we," "our", or "us"). These "Terms of Service" govern your use of the Site, regardless of how you access or use it. By "Site", we mean any Internet domain address within which these Terms of Service are posted and all features, widgets, applications, content, and downloads that are operated by us and that are available through or interact with it, and/or post links to these Terms of Service. By using the Site, you acknowledge and accept the Site's Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. By using the Site, you further agree that Hello Music may change, alter, or modify the settings or configurations on your Internet Device (defined below) in order to allow for or optimize your use of the Site.

If you want to use this Site, carefully read these Terms of Service, as they constitute a written agreement between you and Hello Music and they affect your legal rights and obligations. If you are under the age of majority, you may use the Site only with involvement of a parent or guardian who is a member in good standing of Hello Music.

Each time you access and/or use the Site (other than to simply read these Terms of Service), you agree to be bound by and comply with all of the terms of these Terms of Service and any Additional Terms (defined below). Therefore, do not use the Site if you do not agree to all of the terms of these Terms of Service and any Additional Terms.

The business realities associated with operating the Site are such that, without the limitations that are set forth in these Terms of Service -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes - Hello Music would not make the Site available to you.

Summary of Key Terms
It's important that you read this entire Terms of Service; but, here are some of the more significant terms that we want to bring to your attention:

  • Each time you use the Site, these Terms of Service and any Additional Terms (defined below) apply to your use. Any updates to them will apply to you, so you should check back frequently for any updates.
  • You may only use the Content on the Site in connection with your permitted activities on the Site - and not in an offline environment or in connection with another website. (Sections 1 & 3)
  • Except as set forth in the Privacy Policy that applies to the Site, you and Hello Music do not have a confidential, fiduciary, or any other special relationship by virtue of your use of the Site or your communications to Hello Music through or related to the Site. (Section 7)
  • Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration - which includes your waiver of a right to a jury trial. (Section 15)
  • Hello Music is providing the Site to you on an "as-is" basis, without any warranty of any kind, and Hello Music's liability to you in connection with your use of the Site is very limited. Many other limitations and disclaimers relate to your use of the Site. (Sections 16 & 17)


In some instances, both these Terms of Service and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Site or to a service or product offered via the Site (in each such instance, and collectively, "Additional Terms"). To the extent there is a conflict between these Terms of Service and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Site's Privacy Policy, which you accept by using the Site.

Table of Contents

1. Site Content, Ownership, Limited License, and Rights of Others.

2. Content You Submit and Community Usage Rules.

3. Site and Content Use Restrictions.

4. Opening and Terminating Accounts.

5. Procedure for Alleging Copyright Infringement.

6. Procedure for Alleging Infringement of Other Intellectual Property.

7. Customer Service.

8. Status as Unauthorized Dealer.

9. No Warranty on Products and Services Sold on the Site; No Warranty for Third-Party Services Sold.

10. Product Specifications; Pricing; Typographical Errors.

11. Seller; Risk of Loss.

12. Links by You to the Site.

13. Linked-to Websites, Ads, Dealings with Third Parties.

14. Wireless.

15. Dispute Resolution.

16. Disclaimer of Representations and Warranties.

17. Limitations of Liability of Hello Music Parties.

18. Waiver of Injunctive or Other Equitable Relief.

19. General Provisions.

1. Site Content, Ownership, Limited License, and Rights of Others.

A. Content. The Site contains a variety of: (i) materials and other items relating to Hello Music and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of Hello Music (collectively, "Trademarks"); and (iii) other forms of intellectual property (all of the foregoing, collectively "Content").

B. Ownership. The Site (including past, present, and future versions) and the Content are owned or controlled by Hello Music and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Site is the property of Hello Music or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. Hello Music owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.

C. Limited License. Subject to your strict compliance with these Terms of Service and the Additional Terms, Hello Music grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an "Internet Device") for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Site explicitly for you for use as part of your User-Generated Content (defined below) ("Hello Music Licensed Elements"), but only for such purposes as may be explicitly stated at the time that the Hello Music Licensed Elements are made available on the Site; but we and our licensors and certain other third parties, as the case may be, retain ownership of such Hello Music Licensed Elements. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Hello Music's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content and/or Hello Music Licensed Elements, subject to certain Additional Terms.

D. Rights of Others. In using the Site, you must respect the intellectual property and other rights of Hello Music and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Hello Music respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, then please see Sections 5 and 6 below.

2. Content You Submit and Community Usage Rules.

A. User-Generated Content.

(i) General. Hello Music may now or in the future offer visitors to the Site the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Site (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding Hello Music Licensed Elements included therein, "User-Generated Content"). Hello Music may do this through forums, blogs, message boards, social networking environments, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms of Service, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content.

(ii) Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site's posted Privacy Policy or any Additional Terms, you agree that (a) your User-Generated Content will be treated as non-confidential - regardless of whether you mark them "confidential," "proprietary," or the like - and will not be returned, and (b) Hello Music does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon Hello Music's request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms of Service or any Additional Terms. You acknowledge that the Internet may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content.

In your communications with Hello Music, please keep in mind that Hello Music does not seek any unsolicited ideas or materials for products or services, or even improvements to products or services, such as ideas, concepts, inventions, or designs for musical productions or equipment, books, scripts, screenplays, motion pictures, television shows, theatrical productions, or webisodes (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us via the Site are deemed User-Generated Content and licensed to us as set forth below. In addition, Hello Music retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Hello Music's receipt of your Unsolicited Ideas and Materials is not an admission by Hello Music of their novelty, priority, or originality, and it does not impair Hello Music's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii) License to Hello Music of Your User-Generated Content. Except as otherwise described in any Additional Terms (such as a contest official rules), which govern the submission of your User-Generated Content), you hereby grant to Hello Music, and you agree to grant to Hello Music, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, manufacturing, and marketing products and/or services. In order to further effect the rights and license that you grant to Hello Music to your User-Generated Content, you also hereby grant to Hello Music, and agree to grant to Hello Music, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(A)(iii).

(iv) Hello Music's Exclusive Right to Manage All User-Generated Content. Hello Music may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Hello Music may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party. Hello Music reserves the right, however, to treat User-Generated Content on the Site as content stored at the direction of users for which Hello Music will not exercise control except to block or remove content that comes to Hello Music's attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable, or to enforce the rights of third parties or the content restrictions set forth below in the Rules (defined in Section 2(B), below) when notice of their violation comes to Hello Music's attention. Such User-Generated Content submitted by you or others need not, however, be maintained on the Site by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Site or elsewhere.

(v) Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Hello Music the rights to it that you are granting by these Terms of Service and any Additional Terms, all without any Hello Music obligation to obtain consent of any third party and without creating any obligation or liability of Hello Music; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Hello Music's permitted uses and exploitation set forth in these Terms of Service, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms of Service (including the Rules) or any Additional Terms, or cause injury or harm to any person.

(vi) Enforcement. Hello Music has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Hello Music's cost and expense, to which you hereby consent and irrevocably appoint Hello Music as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Community Usage Rules. As a user of the Site, these Community Usage Rules ("Rules") are here to help you understand the conduct that is expected of members of the Site's online communities ("Communities").

(i) Nature of Rules. Your participation in the Communities is subject to all the terms in these Terms of Service, including these Rules:

  • Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms of Service and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to Hello Music. (For example, if someone has taken a picture of you and your friend, and you submit that photo to Hello Music as your User-Generated Content, then you must obtain your friend's and the photographer's permission to do so.)
  • Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Site, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know - and only if you have their express permission to submit it.
  • Act Appropriately. Be respectful of others' opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn't belong on the Site. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
  • Do Not Use for Commercial or Political Purposes. Your User-Generated Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
  • Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
  • Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
  • Others Can See. We hope that you will use the Communities to exchange information and content and have discussions with other members. However, please remember that the Communities are a public forum and User-Generated Content that you submit on the Site within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
  • Don't Share Other Peoples' Personal Information. Your User-Generated Content should not reveal another person's address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Hello Music.
  • Don't Damage the Site or Anyone's Computers or Other Internet Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Site or any computer or other Internet Device.

If you submit User-Generated Content that Hello Music reasonably believes violates these Rules, then we may take any legal action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We reserve the right to request at any time proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Site.

(ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

C. Alerting Us of Violations. If you discover any content that violates these Terms of Service, then you may report it to ip@HelloMusic.com. For alleged infringements of intellectual property rights, see Sections 5 and 6, below.

3. Site and Content Use Restrictions.

A. Site Use Restrictions. You agree that you will not: (i) aside from the purchase of goods or services offered for sale by Hello Music or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any Hello Music trademarks or trade names; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Hello Music; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user's access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, Hello Music, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Content, or the User-Generated Content; or (vii) otherwise violate these Terms of Service or any Additional Terms.

B. Content Use Restrictions. You also agree that, in using the Content (other than your User-Generated Content that does not contain any Hello Music Licensed Elements): (i) you will not monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Site by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the Hello Music Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms of Service or any Additional Terms or with the prior written consent of an officer of Hello Music or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Site and Content. Hello Music may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them) for any reason, in Hello Music's sole discretion, and without advance notice or liability.

D. Reservation of All Rights Not Granted as to Content and Site. These Terms of Service and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Hello Music and its licensors and other third parties. Any unauthorized use of any Content or the Site for any purpose is prohibited.

4. Opening and Terminating Accounts. In order to access or use some (or potentially all) of the features on the Site, you must first register through our online registration process at http://www.hellomusic.com.

The Site's practices governing any resulting collection and use of your personal information are disclosed in its Privacy Policy.

If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username - whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Internet Device so that others may not access any password protected portion of the Site using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms of Service, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits - all in our sole discretion, for any reason, and without advance notice or liability.

5. Procedure for Alleging Copyright Infringement.

A. DMCA Notice. Hello Music will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice that includes all of the following:

 

(i) A legend or subject line that says: "DMCA Copyright Infringement Notice";

(ii) A description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) A description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);

(iv)Your full name, address, telephone number, and e-mail address;

(v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) A statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

Hello Music will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:

By Mail:

Hello Music, LLC
2900 West Anderson Lane
#C200-312
Austin, TX 78757

By E-Mail:
support@HelloMusic.com

It is often difficult to determine if your copyright has been infringed. Hello Music may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Hello Music may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting Hello Music's other rights, Hello Music may, in appropriate circumstances, terminate a repeat infringer's access to the Site and any other website owned or operated by Hello Music. See 

Section 4, above.

 

B. Counter-Notification. If access on the Site to a work that you submitted to Hello Music is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: "DMCA Counter-Notification";

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Site from which the material was removed or access to it disabled);

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

 

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed of disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Site. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

6. Procedure for Alleging Infringement of Other Intellectual Property. If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice to the addresses set forth above that includes all of the following:

(a) a legend or subject line that says: "Intellectual Property Infringement Notice";

(b) a description of the intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);

(d) your full name, address, telephone number, and e-mail address;

(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and,

(g) your electronic or physical signature.

We will act on such notices in our sole discretion. Any user of the Site that fails to respond satisfactorily to Hello Music with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

7. Customer Service.You may contact Hello Music Customer Support by sending an e-mail to support@hellomusic.com. You acknowledge that the provision of customer support is at Hello Music's sole discretion, and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time at our sole discretion provided that you have created an account and that you submit your customer support inquiries using such account.Customer service, if any, for third-party products or services sold on the Site, such as vintage musical equipment for which Hello Music is not the seller of record, is provided exclusively by the purveyor of those products and services. Should you have a problem with any third-party vendor from who you purchased goods or services through the Site, you may contact Hello Music and we will attempt to facilitate a resolution. However, as discussed in Section 13, the matter is solely between you and the third-party, and Hello Music is not ultimately responsible.

8. Status as Unauthorized Dealer. Hello Music's mission is to serve musicians with the best gear deal opportunities anywhere. Unless explicitly stated otherwise for specific products, brands or deals, Hello Music acts as a reseller of, and is itself NOT an authorized dealer of or manufacturers' representative for, the products it sells. In addition, the respective manufacturer(s) may not endorse this Site, and the manufacturer's warranty might be voided or otherwise not honored as a result of our resale to you. We also generally do not agree to certain stipulations that manufacturers may impose on their dealers, such as minimum advertised price requirements, as this allows us to better price deals for our member base.

9. No Warranty Offered on Products and Services Sold on the Site; No Warranty for Third-Party Sales.

A. Products and services provided "as-is" without Hello Music warranty. To the extent that Hello Music offers third-party services for sale on Hello Music's Open Mic, that purchase is without a warranty of any kind from us, express or implied. Also, when Hello Music acts as a facilitator of third party sales of products, such as when we post opportunities to purchase vintage instruments, that purchase is without a warranty of any kind from us, express or implied. Hello Music Open Mic sales are conducted by third parties, for which Hello Music is not the seller of record. Those service providers or sellers may or may not offer a warranty.

10. Product Specifications; Pricing; Typographical Errors.

We do our best to describe every item offered on this Site as accurately as possible. However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any product, Hello Music shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge. If a product you purchased from Hello Music is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

11. Seller; Risk of Loss. Hello Music, LLC, is the seller of certain music-related items on the Site. All items purchased from the Hello Music site are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon delivery to the carrier.

12. Links by You to the Site. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, and do not use any trademarked logos or graphics that are owned by or licensed to Hello Music, (b) the links and the content on your website do not suggest any affiliation with Hello Music or cause any other confusion, and (c) the links and the content on your website do not portray Hello Music or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Hello Music. Hello Music reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

13. Linked-To Websites; Advertisements; Dealings with Third Parties.

A. Linked Websites; Advertisements. The Site may contain links, as part of third-party ads on the Site or otherwise, to or from third-party websites ("Linked Websites"), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Hello Music. Hello Music may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and Hello Music does not assume any obligation to review any Linked Websites. Hello Music does not endorse, approve, or sponsor any Linked Websites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Hello Music is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, Hello Music will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party hyperlinked sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. Hello Music disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Linked Websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Hello Music disclaims all liability in connection with therewith.

14. Wireless.

A. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the Site's features and upload content to the Site, receive messages from the Site, and download applications to your wireless Internet Device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Internet Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify Hello Music of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes.

15. Dispute Resolution. Certain portions of this Section 15 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Hello Music agree that we intend that this Section 15 satisfies the "writing" requirement of the Federal Arbitration Act.

A. First - Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Site, the Content, your User-Generated Content, these Terms of Service, or any Additional Terms, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of Hello Music's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section 15(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 15(A). Your notice to us must be sent to: Hello Music, LLC
2900 West Anderson Lane #C200-312
Austin, TX 78757, U.S.A., Attention: Legal. For a period of sixty (60) days from the date of receipt of notice from the other party, Hello Music and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Hello Music to resolve the Dispute or Excluded Dispute on terms with respect to which you and Hello Music, in each of our sole discretion, are not comfortable.

B. Forums for Alternative Dispute Resolution.

(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 15(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 15(B). If we cannot resolve an Excluded Dispute as set forth in Section 15(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and Hello Music consent, in a writing signed by you and an Officer or legal representative of Hello Music, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a "Dispute" for the remainder of this Section 15(B).

Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Hello Music elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms of Service and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Hello Music do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 15(B)(i), then this paragraph and the remainder of this Section 15(B) will not apply to the Excluded Dispute.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an Officer or legal representative of Hello Music consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA:
800.778.7879
http://www.adr.org/

JAMS:
949.224.1810
http://www.jamsadr.com/

(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms of Service (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys' fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Hello Music to pay a greater portion or all of such fees and costs in order for this Section 15 to be enforceable, then Hello Music will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 15(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief. The foregoing provisions of this Section 15 will not apply to any legal action taken by Hello Music to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your User-Generated Content and/or Hello Music's intellectual property rights (including such Hello Music may claim that may be in dispute), Hello Music's operations, and/or Hello Music's products or services.

E. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 15(G).

F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 15(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 15(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 15(G).

G. Federal and State Courts in Los Angeles. Except to the extent that arbitration is required in Section 15(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, you and Hello Music consent to the exclusive personal jurisdiction and venue of such courts for such matters.

 

16. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.

THE SITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, Hello Music, LLC and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "Hello Music Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a) the Site (including the Content and the User-Generated Content);

(b) the functions, features, or any other elements on, or made accessible through, the Site;

(c) any products, services, or instructions offered or referenced at or linked through the Site

(d) security associated with the transmission of your User-Generated Content transmitted to Hello Music or via the Site;

(e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Internet Device);

(f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;

(g) whether any defects to the Site will be repaired; and

(h) whether your use of the Site is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A HELLO MUSIC PARTY, HELLO MUSIC PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

17. LIMITATIONS OF LIABILITY OF HELLO MUSIC PARTIES.

UNDER NO CIRCUMSTANCES WILL ANY HELLO MUSIC PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Site (including the Content and the User-Generated Content);

(b) your use of or inability to use the Site, or the performance of the Site;

(c) any action taken in connection with an investigation by Hello Music Parties or law enforcement authorities regarding your access to or use of the Site;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any errors or omissions in the Site's technical operation; or

(f) any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Hello Music Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HELLO MUSIC PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS OF SERVICE, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID HELLO MUSIC IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY HELLO MUSIC OR A MANUFACTURER OF A PHYSICAL PRODUCT.

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at:http://www.dca.ca.gov.

18. Waiver of Injunctive or Equitable Relief.

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY HELLO MUSIC (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF HELLO MUSIC.

19. General Provisions.

A. Updates to Terms of Service. Hello Music reserves the right to modify these Terms of Service and any Additional Terms, at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Site so that they are accessible via a link on the Site, and that your use of the Site after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Service and any Additional Terms on a regular and frequent basis. The Updated Terms will be effective as of the time that Hello Music posts them on the home page of the Site, or such later date as may be specified in them.

B. Hello Music's Consent or Approval. As to any provision in these Terms of Service or any Additional Terms that grants Hello Music a right of consent or approval, or permits Hello Music to exercise a right in its "sole discretion," Hello Music may exercise that right in its sole and absolute discretion. No Hello Music consent or approval may be deemed to have been granted by Hello Music without being in writing and signed by an Officer of Hello Music.

C. Applicable Law. These Terms of Service and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of California, without regard to its conflicts of law provisions.

D. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Hello Music Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Hello Music Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Site and your activities in connection with the Site; (iii) your breach or anticipatory breach of these Terms of Service or any Additional Terms; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (v) information or material transmitted through your Internet Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Hello Music Parties' use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by Hello Music Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Hello Music Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Hello Music Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Hello Music Party.

E. Operation of Site; Availability of Products and Services; International Issues. Hello Music controls and operates the Site from its U.S.-based offices in the U.S.A., and Hello Music makes no representation that the Site is appropriate or available for use beyond the U.S.A. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Site may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of Service of the Convention on Contracts for the International Sale of Goods.

F. Export Controls. Software related to or made available by the Site may be subject to export controls of the U.S.A. No software from the Site may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms of Service, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce's Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). By downloading any software related to the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

G. Severability; Interpretation. If any provision of these Terms of Service, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms of Service or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms of Service or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in these Terms of Service or any Additional Terms, the word will be deemed to mean "including, without limitation."

H. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that, except as set forth in Section 5, we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

I. Investigations; Cooperation with Law Enforcement; Termination; Survival. Hello Music reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms of Service and any Additional Terms, (iii) investigate any information obtained by Hello Music [in accordance with its Privacy Policy] in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms of Service and any Additional Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Hello Music under these Terms of Service or any Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from Hello Music, all rights granted to you under these Terms of Service or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms of Service and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Hello Music in these Terms of Service, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

J. Assignment. Hello Music may assign its rights and obligations under these Terms of Service and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms of Service and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Hello Music.

K. No Waiver. Except as expressly set forth in these Terms of Service or any Additional Terms, (i) no failure or delay by you or Hello Music in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms of Service or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Last updated: June 9, 2015

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