- Materials and Services. Through this Site, Music Hill may make available to you: (a) certain audio and visual articles, text, images, illustrations, photographs, video, stories, cartoons, characters, documents and other materials contained or displayed in or made available through the Site (collectively, “Materials”); and (b) various services operated by Music Hill, such as content management service, audio recording services, chat rooms, bulletin boards and others (collectively, “Services”).
- License. Music Hill and its licensors grant to you a personal, non-exclusive, non-transferable license to: (a) access, view, download, print, use and display Materials; and (b) use the tools and software on the Site (collectively, “Software”) for the purposes set forth on the Site. In these TOU, all references to the “Site” shall be deemed to include all “Software,” “Materials” and “Services,” unless otherwise expressly indicated. All rights not expressly granted by Music Hill to you are retained by Music Hill, and you may not use the Site and/or any element of the Site in any manner or for any purpose not expressly authorized by these TOU and/or the terms of the Site. The rights granted to you do not include, and are not applicable to, the design or layout of the Site, which are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
- Restrictions; Removal. You shall not: (a) remove or destroy any proprietary rights marks or legends on or in the Site; (b) modify, enhance, adapt, translate, or create derivative works of the Site; (c) republish, post, transmit, transfer, distribute, assign, sublicense, rent, lease or sell the Site; (d) decompile, disassemble or reverse engineer the Site; (e) reproduce or make copies of the Site; (f) “frame” or “mirror” the Site on any other server or Internet-based device; and/or (g) access, view, download, print, use and/or display the Site for any commercial or other money-making purpose, unless otherwise expressly provided herein or in the Site. You acknowledge that certain elements of the Site are, or may in the future be, licensed to Music Hill by third parties and that the availability of such elements may cease automatically, without notice or liability on the part of Music Hill.
- Account Information and Data.
- You, not Music Hill, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and Music Hill shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data, or for any actions or omissions which Music Hill takes in reliance upon your Data.
- Ownership. Music Hill and/or its licensors own and shall retain all rights, title and interests, including all intellectual property rights, in and to the Site, and all elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, title or interests in or to the Site, or any element thereof.
- Marks and Logos. “Musichill.com” and all other names, marks, symbols and logos used in connection with the Site are trademarks of Music Hill or other third parties (the “Marks”). Music Hill grants you no license, permission or authorization to reproduce or use any Marks, whether owned by Music Hill or a third party. You agree not to display, copy, redistribute or use any Marks in any manner for any reason without Music Hill’s prior express written consent.
- Third Party Sites and Materials.
- Please exercise discretion while browsing the Internet using the Site. You should be aware that when you are on the Site, you could be directed to other sites that are beyond Music Hill’s control. There are links to other sites from these pages that take you outside of Music Hill’s Site. This includes links from advertisers, sponsors, and content partners that may use Music Hill’s logo(s) as part of a co-branding agreement. These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Site may send cookies to users that Music Hill does not control. Music Hill reserves the right to disable links from third party sites to the Site at any time in its sole discretion.
- Music Hill is not affiliated with, nor does Music Hill endorse or sponsor, any sites on the Internet that are linked through or to the Site. Music Hill provides any such links to you only as a matter of convenience, and in no event shall Music Hill be responsible or liable for any information, content, products, services or other materials on or available from or through such sites. Music Hill explicitly disclaims any responsibility for the accuracy, content, or availability of information found on sites that link to or from the Site. Music Hill has not taken any steps to confirm the accuracy or reliability of any of the information contained in such third party sites or content. Music Hill does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against Music Hill with respect to such sites and third party content. Music Hill strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
- Third Party Transactions. In your use of the Site, you may enter into correspondence with, purchase or sell goods and/or services from or to, or participate in promotions of advertisers or sponsors showing their products and/or services through the Site. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Music Hill shall have no liability, obligation or responsibility for any such correspondence, transaction, exchange, purchase, sale, promotion or other activity conducted between you and any third party. Because Music Hill is not and cannot be a party in your communications, interactions and/or transactions with any third parties on or through the Site, in the event that you have a dispute with one or more such third parties, you acknowledge that your sole and exclusive remedies are against such third parties. You expressly covenant not to sue or otherwise assert any claim against Music Hill in connection with such disputes, and hereby release Music Hill, its subsidiaries, affiliates, officers, directors, agents and employees from any and all claims, demands, suits, expenses, fees (including attorneys’ fees), judgments, penalties, fines and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes
- Your Additional Responsibilities. You are solely responsible for any and all activities that occur under your account including inputting, maintaining, and managing accurate information and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Music Hill immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of the Site that is known or suspected by you. Music Hill shall not be responsible for any unauthorized access to, or alteration of, your transmissions or Data, any material, information or data sent or received, regardless of whether the data is actually received by Music Hill, or any transactions entered into through the Service or failure to abide by these TOU.
- Compliance with Laws; Prohibited Activities. You agree to abide by all applicable local, state, and federal laws, regulations, statutes, rules and ordinances, in connection with your use of the Site. Without limiting the foregoing, you shall not use the Site to: (a) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (c) transmit or post unlawful, harassing, bigoted, racist, hateful, libelous, abusive, tortious, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit or post any material that may infringe the intellectual property rights or other rights of third parties, including trademark, trade secret, copyright or right of publicity; (e) transmit or post any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs and cancelbots; (f) interfere with or disrupt servers or networks connected to the Site or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Site or computer systems or networks connected to the Site through password mining or any other means; (h) harass or interfere with another user’s use and enjoyment of the Site; or (i) transmit or post, or promote the transmission or posting of, an illegal or unauthorized copy of another person’s work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devises, or providing pirated content or links to pirated content files. In addition, you agree not to use any device, software, or routine, including but not limited to any viruses, worms, time bombs, to interfere or attempt to interfere with the proper working of the Site or any Service, or to intercept any system, data or personal information from the Site, nor will you take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure
- Your Contributions to the Site.
- Portions of the Site may contain areas, which provide you and other third parties an opportunity to exchange, post, broadcast, publish, circulate, transfer, share, transmit, upload and/or otherwise distribute suggestions, photographs, video and/or sound recordings, articles, links, ideas, feedback, recommendations, opinions and/or other materials and information (collectively, “Submissions”). If you make any Submissions on the Site, you represent and warrant that you have all necessary rights in and to such Submissions and all material they contain, that the Submissions are non-confidential and non-proprietary to you, and that such Submissions do not and will not infringe any proprietary or other rights of third parties or violate any term of these TOU. Any claim lodged with, or damage resulting to, Music Hill from your breach of this representation and warranty will be covered by your indemnification obligations under these TOU. The information, advice, facts, opinions or other Submissions on the Site posted by third parties are those of the respective authors and do not necessarily reflect the views of Music Hill or any its employees, officers, directors, agents, suppliers, contractors or affiliated entities.
- You hereby grant to Music Hill an irrevocable, perpetual, non-exclusive, transferable, sublicenseable, paid-up, royalty-free, worldwide license to reproduce and use all Submissions. Notwithstanding, the foregoing, you will retain all rights, title and interest, in and to all copyrightable works of authorship submitted by you in connection with your use of this Site or any Service (“Your Content”), and you grant Music Hill a non-exclusive, non-transferable, paid-up, royalty-free license to reproduce and use Your Content in order to provide the Services to you.
- You acknowledge that Music Hill does not screen, edit or review Submissions in the normal course of its business prior to the appearance of those Submissions on the Site. To the fullest extent permitted by applicable law, Music Hill disclaims all responsibility and liability for Submissions and for any losses, damages, or expenses resulting from their use and/or appearance on the Site. Notwithstanding the foregoing, Music Hill reserves the right to monitor all Submissions and to remove without liability any Submissions that it considers, in its sole discretion, to be offensive, violate any applicable law, violate the right of any third party, or otherwise violate the terms of these TOU. If you discover Submissions on the Site that are offensive, violate any applicable law, violate the right of any third party, or otherwise violate the terms of these TOU you may provide Music Hill with notice of such Submissions at email@example.com.
- Indemnification. You shall indemnify, defend and hold Music Hill, its licensors and information providers, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your: (a) access to and/or use of the Site; (b) Submissions, Data and other information provided to Music Hill; (c) breach of these TOU; and/or (c) violation of any applicable law or right of a third party.
- DISCLAIMER OF WARRANTIES.
- YOU ACKNOWLEDGE THAT: THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS; THE SITE MAY BECOME INOPERABLE OR OTHERWISE UNAVAILABLE FOR PERIODS OF TIME; MATERIALS AND/OR SERVICES AT THE SITE MAY BE OR BECOME OUT OF DATE AND MUSIC HILL MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. MUSIC HILL ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION, DOCUMENTS, SOFTWARE, MATERIALS AND/OR SERVICES WHICH ARE REFERENCED BY OR LINKED TO THIS SITE. REFERENCES TO THIRD PARTIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM MUSIC HILL, OR THROUGH OR FROM THE SITE, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY MUSIC HILL.
- THE SITE IS PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE. WITHOUT LIMITING THE FOREGOING, NEITHER MUSIC HILL, ITS LICENSORS NOR ANY CONTENT PROVIDERS MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, OR THAT THE USE OF THE SITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA.
- ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MUSIC HILL, ITS LICENSORS AND CONTENT PROVIDERS. Some jurisdictions do not allow the exclusion of implied warranties such that the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights that vary from jurisdiction to jurisdiction.
- LIMITATION OF LIABILITY AND ACTIONS. REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL MUSIC HILL, ITS LICENSORS OR CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE TO YOU IN CONNECTION WITH THE SITE, OR YOUR USE THEREOF, FOR ANY: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THEY ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOST EXPECTANCY, BUSINESS INTERRUPTIONS AND/OR BENEFIT OF THE BARGAIN DAMAGES; AND/OR (C) DIRECT DAMAGES IN AN AMOUNT GREATER THAN FIVE THOUSAND DOLLARS ($5,000 USD). ANY CLAIM RELATED TO THE SITE MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST MUSIC HILL.
- Music Hill controls and operates the Site from its location(s) in the United States of America. Music Hill makes no representation that the Site is appropriate or available for use in other locations. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You are expressly prohibited from using or accessing the Site from any location in which the Site and/or any Software, Materials and/or Services would violate any law within of that jurisdiction. Any diversion of the Software, Materials and/or Services contrary to United States law is prohibited.
- Software from the Site may further be subject to United States export controls. No Software from the Site may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (b) 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. By downloading or using the Software, 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.
- Term and Termination.
- These TOU, and your right to access and use the Site, are effective until terminated by either you or Music Hill. You may terminate these TOU at any time by discontinuing use of the Site and destroying all materials obtained from or through the Site, and all related documentation and all copies and installations thereof, whether made under these TOU or otherwise. Notwithstanding the foregoing, if you subscribe to a Service, Music Hill may only terminate these TOU and your access to and use of the Site if you fail to timely pay Music Hill for the Service and/or you breach these TOU or the terms applicable to the Service.
- These TOU, and your access to and/or use of the Site, may be terminated by Music Hill immediately without notice to you if in Music Hill’s sole discretion you fail to comply with any term or provision of these TOU. Upon termination, you must destroy all materials obtained from or through the Site, and all related documentation and all copies and installations thereof, whether made under these TOU or otherwise.
- Subject to the terms of these TOU, all provisions of these TOU relating to ownership, limitations of liability, confidentiality, indemnification and other provisions which by their nature survive termination of these TOU shall survive termination of these TOU.
- Michigan Law and Jurisdiction. In order to ensure consistency in the interpretation and enforcement of these TOU and Music Hill’s rights in the Site, these TOU will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You expressly agree that any litigation arising between you and Music Hill related, in any way, to the Site and/or these TOU, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Washtenaw, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.
- Notice and Procedure for Making Claims of Copyright Infringement.
- Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be submitted to the following Music Hill Designated Agent:
ATTN: Copyright agent
201 E. Liberty Street
Ann Arbor, Michigan 48104
- To be effective, the notification must be a written communication that includes the following.
- A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has 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; and
- 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.
- Music Hill may give notice to Music Hill’s users by means of a general notice on this Site, electronic mail to a user’s e-mail address on Music Hill’s records, or by written communication sent by first-class mail to a user’s address on Music Hill’s records.
- Severability. If any provision of these TOU is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of these TOU shall remain in full force and effect.
- Waiver. The failure of Music Hill to enforce any right or provision in these TOU shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Music Hill in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of these TOU.