ACCESS TO AND USE OF THE BEATS4ME.COM WEBSITE IS PROVIDED SUBJECT TO THESE TERMS AND CONDITIONS ("Agreement"). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY.
This Agreement is a legally binding agreement between YOU ("You", "Your", or "Yourself") and Beats4Me.com, LLC ("Beats4Me.comĒ, "We", or "Our"). By checking the appropriate box indicating that You agree during registration or otherwise accessing the Beats4Me.com website, services, software or materials ("Services"), You are indicating that You have read this Agreement, that You understand it, and that You consent to be bound by all of its Terms and Conditions for all past, present, and future uses of the Services.
The Services allows You and other users of the Services (Users) to upload self produced music ("User Supplied Content"). In addition, You and other Users can record vocals/lyrics/content in real-time over User Supplied Content. However, Beats4Me.com does not provide any internet connectivity services, nor does Beats4Me.com provide any computer equipment for You or Users. You are entirely responsible for securing and paying for any such services and equipment, and for ensuring that such services and equipment meet the minimum requirements for the use of the Services. Beats4Me.com does not make the Services available to anyone under the age of thirteen (13). Any minor between the ages of thirteen (13) and seventeen (17) years old may not sign up for themselves; those aforementioned minors must have an adult parent or guardian sign up on their behalf. You represent that You are a "natural person" older than the age of majority in the country of which You are a citizen. You agree to this Agreement, and all its terms and conditions, on behalf of yourself and, at Your discretion, on behalf of a minor child over the age of thirteen (13) for whom You are a parent or a guardian and who You have authorized to use the account You create for the Services. Parents and guardians of Users under the age of majority will be responsible for their minor Userís use of the Service and any violation of this Agreement. Except as otherwise agreed upon by Beats4Me.com, You will only use the Services, solely, for Your personal and non-commercial use.
You may establish one (1) User account (the "Account") per email address you supply to Beats4Me.com. You may not share the Account with anyone, except that if You are a parent or guardian, You may permit one (1) minor child over the age of 13 to use the Account when not in use by You. You are liable for all uses of the Account. Notwithstanding anything to the contrary herein, You acknowledge and agree that You shall have no ownership or other property interest in the Account, and You further acknowledge and agree that all rights in and to the Account (including but not limited to any Materials (defined below) and the unique User name) are and shall forever be owned by Beats4Me.com.
The Services may require that Your browser run certain software (in the form of browser plugins or controls) that Beats4Me.com will provide. That software, and all new versions, updates, upgrades, bug fixes, modifications and derivative works that Beats4Me.com may make available from time to time are referred to collectively as the "Software." All Software, music, tracks, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic materials, other copyrightable elements, and the selection and arrangements thereof, and all trademarks, service marks, trade dress, trade names, logos and designs and all intellectual property rights therein, provided by Beats4Me.com via the Services (collectively the "Materials") are the property of Beats4Me.com and/or its business partners, affiliates, assigns, licensors or other respective owners and are protected by intellectual property laws, including without limitation, U.S. and international patent, copyright and trademark laws. Beats4Me.com may include in some Materials or in conjunction with your User Supplied Content third party advertisements that appear or are played when those Materials or User Supplied Content are viewed. You hereby consent to the display and playback of these advertisements in conjunction with Your User Supplied Content. To the extent You elect to use or access Beats4Me.com Materials or User-Supplied Content from other Users, You also consent to the display of advertisements in those Materials and that User Supplied Content.
Beats4Me.com will actively and aggressively enforces its intellectual property rights to the fullest extent of the law. Subject to this Agreement, You may not modify, copy, reproduce, publish, upload, post, distribute, transmit or in any way exploit any Materials from this site, including code and software. Without limiting the generality of the foregoing, unless expressly authorized you may not distribute any part, feature or element of this site over any network, including a local area network, nor sell nor offer it for sale. This site (including, but not limited to, text, content, photographs, graphics, video, and audio content) is protected under the copyright laws of the United States and other countries and under international law. ANY UNAUTHORIZED PRESENTATION, MODIFICATION OR RECASTING OF THIS SITE IS EXPRESSLY PROHIBITED.
Subject to all of the terms and conditions of this Agreement, Beats4Me.com hereby grants You a personal, limited, non-exclusive, non-transferable, revocable right to (a) view or play back Materials on, Your compatible computer or device, (b) to make a derivative work of music and/or tracks solely by means of recording a personalized rendition thereof and/or synchronizing video or images with such music and/or tracks, and (c) to upload the derivative works You make solely to your Beats4Me.com Account, all of the above solely for Your own non-commercial use on your computer in connection with the Services and solely as authorized by Beats4Me.com in connection with the Services. Beats4Me.com reserves the right to revoke this limited license at any time in its entirety or with respect to any music, tracks and/or any Materials, for any reason, and at the sole discretion of Beats4Me.com. Producer Partners do not get paid for and of the V.I.P. or Advertisement Revenue generated by Beats4me.com.
Subject to all of the terms and conditions of this Agreement, Beats4Me.com hereby grants You a personal, limited, non-exclusive, non-transferable and revocable license to use for noncommercial personal use the Software and other Materials provided in the form and format that Beats4Me.com provides such Materials. To the extent that Beats4Me.com provides Materials for download (the "Downloaded Materials"), You must include or maintain all copyright, trademark and other notices contained or associated with such Downloaded Materials. You acknowledge and agree that You may not sublicense, assign or otherwise transfer this license or the Downloaded Materials and that no title to the Downloaded Content has been or will be transferred to You from Beats4Me.com or anyone else. We reserve the right to revoke this limited use license at any time, for any reason, and at the sole discretion of Beats4Me.com.
All rights not expressly granted to You are reserved. To be clear, Your use of the Services and the Materials (including, but not limited to, the music and/or tracks) is under license and will terminate if this Agreement terminates, regardless of whether the relevant Service or Materials is free or You have paid for it; You will not obtain any ownership interest in any Materials (including, but not limited to, the tracks and/or songs) through this Agreement or otherwise.
You agree not to use, download, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, transmit, broadcast or circulate any Materials (including, but not limited to the music and/or tracks) to any third party, except as expressly authorized by Beats4Me.com in connection with the Services. The source code and/or object code to the Materials contains confidential and trade secret information belonging to Beats4Me.com and its licensors, and You shall at all times take reasonable steps to protect the confidentiality of such information. You further agree that you will not disassemble, decompile or reverse engineer the Materials (except to the extent that this restriction is expressly prohibited by law, and then only upon providing Beats4Me.com with prior written notice and opportunity to respond). Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
As between You and Beats4Me.com, Beats4Me.com owns all elements of the Account. Except as specifically permitted and enabled within the Services, You may not transfer your Account, or any component of your User Supplied Content to any other person. Through the use of the Services You may not impair or violate the rights of Beats4Me.com or any other party with respect to trademarks, logos, or other intellectual property or rights. You may not display or perform Materials or User Supplied Content in a manner or in a context that is, in Beats4Me.comís sole discretion, unlawful, misleading, defamatory, infringing, libelous, disparaging, obscene, an endorsement of any unrelated product or service, an unauthorized parody, or otherwise objectionable.
7. Sharing Content
Certain portions of the Services allow Users to upload and share User Supplied Content with each other and with other third parties. Beats4Me.com takes no responsibility and assumes no liability for any User Supplied Content that You or any other Users or third parties post or send over the Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Supplied Content that You upload, download, stream, post, transmit, display, or otherwise make available or access through Your use of the Services, is solely Your responsibility.
When You use the Services, You become a participant in an online community of people who enjoy sharing their User Supplied Content and Materials. In order for Beats4Me.com to make Your User Supplied Content available to You and the rest of the community, Beats4Me.com needs the rights to make use of Your User Supplied Content on the Services. Accordingly, as a condition to Your use of the Services, You hereby grant Beats4Me.com a non-exclusive, royalty-free, worldwide, perpetual, transferable, assignable, and sublicenseable license to reproduce, copy, publicly display, publicly perform, make derivative works, distribute, transmit, and otherwise use the User Supplied Content in all contexts, formats and media, now in use and/or those mediums now not known or invented but put in use in the future, solely to provide and market the Services. If you desire Beats4Me.com to remove your User Supplied Content from the Services, please delete it as specified in the Services. However, we cannot guarantee that Your User Supplied Content will be completely removed from Beats4Me.com, nor from all User devices, nor that other Users will not misuse any content that You supply. In particular, You should be aware that You will not be able to delete any contributions You may make to any forums, chat rooms, or other venues sponsored by Beats4Me.com. Please contact our Copyright Agent as described below if You believe that your rights are being infringed. Beats4Me.com is not responsible for any misuse of Your User Supplied Content.
When posting, uploading or otherwise communicating any User Supplied Content through the Services, You hereby represent and warrant, now and in the future, that: (i) You own, otherwise control, or have the necessary licenses, rights, consents, and permissions all necessary rights to so use the User Supplied Content, Your grant of the above license in the User Supplied Content, and its use in connection with the Service, does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy, and you have the written consent, release, and/or permission of each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by the Services and this Agreement; (ii) Your User Supplied Content is not illegal, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity; (iii) Your User Supplied Content contains no viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content which may compromise the Services; (iv) Your User Supplied Content does not advocate illegal activity; and (v) Your User Supplied Content does not link to or promote any prohibited content or activity. You hereby agree to indemnify and hold harmless Beats4Me.com and Beats4Me.com Affiliates from any and all claims resulting from any User Supplied Content that You supply. Beats4Me.com neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, information, or statement made on or in connection with the Services by anyone other than authorized Beats4Me.com employees acting in their official capacities.
Further, You acknowledge and agree that Beats4Me.com may access, review, store, reproduce and/or disclose, as applicable, any User Supplied Content if required to do so, or if Beats4Me.com has a good faith belief that it is required, by law, court orders or other legal processes, to enforce this Agreement, to respond to any claims that such User Supplied Content (or your use of the same) violates any third party's rights, or to protect the rights, property or personal safety of Beats4Me.com, its business partners, affiliates, licensors and/or licensees, any other User, or the general public.
Furthermore, You hereby grant Beats4Me.com a non-exclusive, royalty-free, worldwide, perpetual, transferable, assignable, and sublicenseable license of You name, voice, likeness, and image for advertising and trade without compensation, unless prohibited by law.
You may not: (i) post any User Supplied Content that is illegal, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity; (ii) sell, rent, lease, or otherwise assign any rights to any Materials or Services to any third party; (iii) remove any proprietary notices or labels on the Materials or Services; (iv) use the Materials or Services in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, any content protected by the copyright laws of any jurisdiction; (v) use the Materials or Services for any commercial or illegal purpose or to harm minors in any way; (vi) use the Materials or Services to invade the privacy of, or obtain personal information about, any User, or to obtain a list of Users, or to access or use any Userís User Supplied Content in a manner not specifically authorized by such User; (vii) except as expressly permitted by Beats4Me.com, copy, modify, erase or damage any Materials or information contained on any Beats4Me.com or third party servers; (viii) use the Materials or Services to violate any law or legal right of any third party, including any publicity or privacy right, copyright, other intellectual property right, or any contractual, fiduciary or confidentiality obligation or duty, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; (ix) use the Materials or Services to post or transmit any unsolicited advertising, campaigning or promotional materials or to send any Materials from an anonymous or false address; (x) access or use any password protected, secure or non-public areas of the Services except as specifically authorized in writing by Beats4Me.com (unauthorized individuals attempting to access these areas of the Services may be subject to prosecution); (xi) distribute any software viruses or other computer code designed to interfere with the functionality of the Services or any computer systems, software or hardware; (xii) use any data mining, robots, or similar data gathering, spoofing, or extraction tools in connection with the Materials and/or Services; (xiii) mislead other Users or third parties as to Your identity or to the origin of a message or content; or (xiv) frame or link to the Services or Materials except as expressly permitted in writing by Beats4Me.com.
9. Offensive Content
Beats4Me.com has the right, but not the obligation, to monitor, modify and/or remove any Materials and/or User Supplied Content in the Services. Beats4Me.com may monitor, modify and remove any Materials and/or User Supplied Content in its sole discretion. Beats4Me.com is not responsible to You for any content or materials constituting all or part of any Materials, any User Supplied Content, or any other aspect of the Services that You might find offensive. By viewing the Service, You may be exposed to content that you consider offensive. You take sole responsibility for such exposure.
10. Agreement Modifications and Changes
Beats4Me.com reserves the right, at Beats4Me.comí sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon posting. Please review the terms and conditions periodically. If You do not agree to be bound by (or cannot comply with) the Agreement as amended, Your only remedy is to cancel Your Beats4Me.com Account and to cease using the Services. You will be deemed to have accepted the Agreement as amended thirty (30) days after the amended agreement is posted if You continue to use the Services. All other terms of this Agreement will continue in effect.
Beats4Me.com may provide You with any notices under this Agreement by means of a posting on the Services, by e-mail, or by sending a message to You through the Services.
12. Belief of Copyright Infringement
Unauthorized copying or distribution of copyrighted Materials or User Supplied Content is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances, Beats4Me.com may revoke the license of Users who infringe upon the copyright, or other intellectual property rights, of others. If you are lyricist or other copyright holder who believes that Beats4Me.comí Services is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Service is:
Attn: Copyright Agent
5131 Oakhill Blvd.
Lorain, Ohio 44053, United States of America
Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Service must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:
A. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
B. Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
C. Information related to the work(s) reasonably sufficient for Beats4Me.com to promptly locate the work (e.g. title of work, location within the Services, etc.);
D. Information reasonably sufficient to permit Beats4Me.com to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
E. A statement that the complaining party has a good Beats4Me.com belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
F. A statement requesting that Beats4Me.com take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and
G. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receiving Your complaint, Beats4Me.com may, in its sole discretion, remove material that You believe infringes Your copyright or other intellectual property. In addition, Beats4Me.com may terminate the account of the User whose Content appears to be infringing your intellectual property rights.
13. Advertising and Promotions
Beats4Me.com and/or Beats4Me.com Affiliates or its business partners may present advertisements and promotional materials on or through the Services. Your participation in any Beats4Me.com promotional event is subject to the terms and conditions associated with that event. Your correspondence or business dealings with, or participation in promotions of, any third-party advertisers on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third-party. You agree that neither Beats4Me.com nor Beats4Me.com Affiliates or its business partners shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Services.
14. Links to Third Party Sites
The Services may present links to retailers and/or other third-party websites not owned or operated by Beats4Me.com. Neither Beats4Me.com nor Beats4Me.com Affiliates or its business partners are responsible for the availability of these outside sites or their contents. You understand and agree that neither Beats4Me.com nor Beats4Me.com Affiliates or its business partners are responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content of any such site or goods or services available through any such site or from any such advertiser. You should direct any concerns regarding these third-party sites to those sites' administrators.
15. Changes to Services and/or Materials
Beats4Me.com may, without liability or obligation, in its sole discretion and at any time: (i) make modifications or changes to, or discontinue, any Materials and/or the Services, including deleting any Downloaded Materials we may have placed on Your computer, with or without providing You with notice (except as we may expressly agree to provide You with notice elsewhere in this Agreement); and/or (ii) require You to use modified Materials and/or Services (e.g. Software updates) in order to have continued access to the Services and/or Materials. The changes and/or modifications may result in certain Materials being unavailable, or incompatible with certain devices. Other Users may similarly delete or cease offering their User Supplied Materials at any time without notice. Upon Beats4Me.com giving You notice, You shall promptly cease the use of, and destroy, all copies of any specified Materials, or otherwise modify your usage as directed by Beats4Me.com. You agree that neither Beats4Me.com nor the Beats4Me.com Affiliates shall be liable to You or to any third party for any modification, suspension or discontinuance of the Services or Materials.
16. Freeze or Termination of Services
Beats4Me.com may, in its sole discretion, terminate this Agreement or freeze Your Account at any time with or without notice to You in the event that you breach (or Beats4Me.com reasonably suspects that you have breached) any provision of this Agreement. If Beats4Me.com terminates this Agreement, or freezes Your Account for any of the reasons set forth in this paragraph, Beats4Me.com shall have no liability or responsibility to You, and You agree that You forfeit any amounts You have paid Beats4Me.com. Beats4Me.com may terminate this Agreement and Your Account for any reason or no reason by providing notice to You.
You may cancel Your Account at any time by contacting website@Beats4Me.com.
Upon termination of this Agreement for any reason, all of Your rights to use the Services and materials shall immediately terminate, and You shall immediately cease using and destroy all Materials.
17. Remedies Available
You understand and agree that any unauthorized use of the Services and/or the Materials would result in irreparable injury to Beats4Me.com and/or the Beats4Me.com Affiliates for which money damages would be inadequate, and in such event Beats4Me.com and the Beats4Me.com Affiliates, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against You. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Beats4Me.com and the Beats4Me.com Affiliates may have under separate legal authority, including but not limited to, any claim for intellectual property infringement. You understand and agree that Your cancellation of your Account is Your sole right and remedy with respect to any dispute with Beats4Me.com.
You agree to indemnify, and hold harmless, Beats4Me.com, Beats4Me.com Affiliates, and each of their respective officers, directors, employees, agents, licensors, representatives, and third party providers from and against all claims, actions, demands, causes of action, and other proceedings, and all losses, expenses, fees, fines, damages and costs, including reasonable attorneys' fees and court costs, arising out of or relating to Your breach of this Agreement or improper use of the Services and/or Materials. Beats4Me.com reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by You, in which event You will fully cooperate with Beats4Me.com in asserting any available defenses.
19. Warranty Disclaimers
You understand and agree that Your use of the Services and/or the Materials is at Your own sole risk. Beats4Me.com is not responsible or liable for any infections or contamination of Your system, or delays, inaccuracies, errors, or omissions arising out of your use of the Services and/or Materials. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Materials rests with You. THE SERVICE AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WITHOUT WARRANTY BY BEATS4ME.COM AND THE BEATS4ME.COM AFFILIATES, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, BEATS4ME.COM AND THE BEATS4ME.COM AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT THE SERVICE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. BEATS4ME.COM AND BEATS4ME.COM AFFILIATES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR THE MATERIALS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. YOU WILL NOT HOLD BEATS4ME.COM AND/OR THE BEATS4ME.COM AFFILIATES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICES OR USING THE SERVICES AND/OR THE MATERIALS, INCLUDING, BUT NOT LIMITED TO,: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO SINGSHOT AND/OR THE SINGSHOT AFFILIATES.
20. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL BEATS4ME.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS AND/OR BEATS4ME.COM AFFILIATES, THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES AND/OR THE MATERIALS, INCLUDING, BUT NOT LIMITED TO,: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF BEATS4ME.COM AND/OR BEATS4ME.COM AFFILIATES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, BEATS4ME.COM AND/OR BEATS4ME.COM AFFILIATES, SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED TWENTY FIVE DOLLARS ($25). Notwithstanding the foregoing, in no event shall Beats4Me.com's liability to You for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by You, if any, for accessing the Services and/or Materials.
21. "Restricted Rights"
All Materials supplied by or through the Services are provided with "RESTRICTED RIGHTS." use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliersí proprietary rights in them. In the event that the Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail.
You agree that the all disputes and claims arising out of, or relating to, this Agreement, the Services and/or Materials, Your use of the Services and/or Materials (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by You or Beats4Me.com, shall be determined exclusively by final and binding arbitration. Provided however, that You agree that the terms of this paragraph do not apply to any breach or alleged breach of the ownership or license rights of Beats4Me.com or any of its licensors with respect to any Materials and/or Services, or Your (or any third partyís) misuse of the Materials and/or Services, and that, in the event of any such breach of alleged breach, Beats4Me.com and its licensors will be irreparably harmed and entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in Lorain, Ohio. Except as expressly set forth above in this paragraph, You and Beats4Me.com may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that You have breached or have indicated Your intention to breach this Agreement in any manner which violates or may violate Beats4Me.comí or any of itís licensor's intellectual property rights, or may cause continuing or irreparable harm to Beats4Me.com (including, but not limited to, any breach that may impact Beats4Me.comí or it's licensor's intellectual property rights, or a breach by reverse engineering), Beats4Me.com may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Subject to the extent of the law no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder; and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder.
This Agreement, and any other terms or documents referred to or integrated by reference, is completely integrated and no other agreements, oral or otherwise exist between You and Beats4Me.com. If it is determined by a court of law with competent jurisdiction that any part of this Agreement is held to be 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.
Beats4Me.comí waiver of any right or failure to prosecute any claim or defense available pursuant to this Agreement does not constitute a waiver of that right, claim or defense, nor does any waiver of any right or failure to prosecute a claim or defense available under this Agreement by Beats4Me.com constitute a waiver of any other right, claim, or defense pursuant to this Agreement.
The headings used in this Agreement are for convenience only and will have no effect on the interpretation or legal enforceability of the terms herein.
26. Choice of Law
The laws of the State of California, excluding its conflict of law rules, control and govern this Agreement and Your use of the Services and Materials.
Subject to this Agreement, You expressly and irrevocably agree that the state and federal courts located in Lorain, Ohio have exclusive jurisdiction over any claim or dispute with Beats4Me.com or Beats4Me.com Affiliates arising under this Agreement or relating in any way to Your Account or Your use of the Services and/or Materials.
This Agreement is personal to You and is non-assignable; it may not be transferred, assigned or delegated to anyone. Any such attempt to assign, transfer, or delegate will render this Agreement null and void. However, this Agreement will inure to the benefit of each partyís permitted successors and assigns.