Terms of Service

MYUSIC

Last modified March 23, 2011

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MYUSIC, INC. ("mYusic"). YOU SHOULD CAREFULLY READ THIS AGREEMENT, AND THE mYusic Privacy Policy (the "Privacy Policy"), WHICH IS INCORPORATED INTO AND A PART OF THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE OF THE MYUSIC MUSIC EXPLORATION, DISCOVERY, SHARING AND PLAYBACK APPLICATION (THE "SERVICE") WHICH IS ACCESSED THROUGH FACEBOOK OR DIRECTLY ON MYUSIC.COM. BY USING OR ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE BELOW THE AGE OF 13, YOU ARE NOT PERMITTED TO USE THE SERVICE.

SPECIAL NOTICE TO USERS: The licensed works may only be accessed, heard and viewed by end-users, not by any other web publisher or web-site. The licensed works may be heard, viewed and accessed only for your non-commercial, private use and shall not be heard, viewed and accessed for commercial purposes. Users shall not download, save or transmit any of the licensed works - doing so will result in civil and criminal penalties.

1. Changes to this Agreement. mYusic reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Privacy Policy, which is incorporated into and a part of this Agreement) at any time, effective with or without prior notice; provided, however, that mYusic, Inc. will provide you with notification of any material changes by email, postal mail, website posting, pop-up screen, or in-service notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your acceptance of any and all such changes.

2. Access to the Service.

2.1. Subject to your acceptance of and compliance with this Agreement, mYusic grants to you a non-exclusive, non-transferable, revocable limited license to use the Service for your personal non-commercial, private use. You agree not to use the Service for any commercial purposes, or to download, save, copy, transmit or distribute the licensed works or content of the Service except as specifically allowed in this Agreement.

2.2. mYusic may change, modify, suspend, or discontinue any aspect of the Service at any time. mYusic may also impose limits on certain features or restrict your access to parts or all of the Service without notice or liability. You agree to be bound by any application- or content-specific rules published within the Service.

2.3. You expressly agree that the licensed works that are available through the Service may be heard, viewed and accessed only by end users and not by any other website or web publisher.

2.4. Your use of the Service is conditioned upon your compliance with this Agreement; any use of the Service in violation of this Agreement will be regarded as an infringement of mYusic's copyrights in and to the Service. mYusic reserves the right to terminate your access to the Service without notice if you violate this Agreement.

2.5. The Service is intended for individuals at least 13 years old. If you are under the age of 13 you are prohibited from using the Service. Additionally, if you are between the ages of 13 and 18, you are not permitted to use the Service unless your legal guardian has consented to your use and has reviewed and agreed to be bound by this Agreement on your behalf.

3. Ownership of Intellectual Property.

3.1. Unless otherwise specified in writing, all materials that are part of the Service are owned, controlled, or licensed by mYusic and its licensors and are protected by law from unauthorized use. The entire contents of the Service, including all licensed works accessed via the Service, are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. KSG Media, mYusic and the KSG Media and mYusic logos are trademarks of mYusic and may not be used without the express written permission of mYusic. Names or recordings, artists, music publishers or other third parties reproduced on this Service are the names and marks of the respective owners.

3.2. You do not acquire any ownership rights by using the Service, downloading material from or uploading material to the Service.

3.3. All comments, feedback, suggestions, ideas, and other submissions ("Ideas") disclosed, submitted, or offered to mYusic in connection with your use of the Service will be the exclusive property of mYusic. You agree that unless otherwise prohibited by law, mYusic may use, sell, exploit and disclose the Ideas in any manner, without restriction and without compensation to you.

4. Posting on Other Web Sites.

4.1. Subject to your acceptance of and compliance with this Agreement, mYusic grants to you a non-exclusive, non-transferable, revocable limited license to share music "stations" (music collections) and other content made available to you on the Service with other individuals for their personal use, but not to deliver such content to other web sites. All rights and remedies of mYusic and its licensors are expressly reserved, and mYusic may revoke this limited license, in whole or in part, upon notice.

4.2. You agree to include, and to not remove or alter, mYusic's trademark, copyright or other proprietary rights notices, as provided by mYusic on the Service, when using or sharing content on the Service, and you agree to comply with usage guidelines that may be provided by mYusic from time to time. You agree that all goodwill that arises in connection with your use of mYusic's trademarks inures exclusively to mYusic, and you agree not to challenge mYusic's ownership or control of any mYusic trademarks, nor use or adopt any trademarks that might be confusingly similar to such mYusic trademarks.

5. Usage Rules.

5.1. As a condition of your use of and access to the Service, you agree to comply with the following usage rules, which are provided as an example rather than as a limitation. You agree that your activities on the Service will not:

(a) copy or adapt the Service's software including but not limited to Flash, PHP, HTML, Java, CSS, JavaScript or other code;

(b) reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service create to generate web pages or any software or other products or processes accessible through the Service;

(c) use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;

(d) cover or obscure any notice, banner or advertisement on the Service;

(e) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;

(f) sell the Service or any part thereof including but not limited to user accounts and access to them in exchange for anything of value:

(g) engage in conduct deemed by mYusic to be in conflict with the spirit or intent of the Service; or

(h) violate the Facebook terms of service.

6. Privacy and Protection of Personal Information. mYusic respects the privacy of visitors to, and users of, the Service. Information collected from you is subject to Facebook's privacy policy. By using the Service, you will be allowing Facebook to share your e-mail address and any other personally identifiable information with mYusic. Please see mYusic's Privacy Policy at http://www.myusic.com/privacy_policy.html for more information on the collection and use of your information. You acknowledge and agree that the mYusic Privacy Policy, including, but not limited to, the manner in which mYusic collects, uses and discloses your personally identifiable information, is incorporated and made part of this Agreement. If you do not agree to mYusic's Privacy Policy, then you should not use the Service.

7. Disclaimers; Limitations; Waivers of Liability.

7.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER MYUSIC NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, " MYUSIC PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.2. THE MYUSIC PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, UNDER NO CIRCUMSTANCES WILL THE MYUSIC PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID MYUSIC IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

7.3. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

8. Indemnification. You agree to defend, indemnify and hold harmless the mYusic Parties from and against all claims and expenses, including attorneys' fees and costs, arising out of your use of the Service and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.

9. Objectionable Content/Copyright Takedown: If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:

Copyright Policy: It is mYusic's policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to the individual and address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant 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 notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. mYusic will also terminate a subscriber's account if a subscriber is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should email your infringement claim (or other complaints), is Hema Sastry, whose address is hemas@myusic.com.

10. Third Party Sites and Products. We may include links to third party sites or services, or information about third party products or services. You should review the terms of use and privacy policies of all sites and services you link to from or are referred to by our Service. We do not endorse or take responsibility for these third party offerings. We do not vet or take responsibility for third party sites, services or products or the postings or communications of other users.

11. Governing Law/Waiver of Injunctive Relief.

11.1. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the United States and the State of Connecticut governing contracts entered into and to be fully performed in Connecticut (i.e., without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Hartford, Connecticut, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Hartford, Connecticut.

11.2. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and mYusic agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to mYusic, Inc.( ATTENTION: LEGAL DEPARTMENT), 27 Karen Drive, Norwalk, CT-06851, USA.

11.3. If you and mYusic are unable to resolve a Dispute through informal negotiations within 30 days, either you or mYusic may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the "Rules") of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and mYusic may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

11.4. You and mYusic agree that any arbitration will be limited to the Dispute between mYusic and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

11.5. You and mYusic agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or mYusic's intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief.

12. Waiver/Severability.

12.1. The failure of mYusicto require or enforce strict performance by you of any provision of this Agreement or to exercise any right under them will not be construed as a waiver or relinquishment of mYusic's right to assert or rely upon any such provision or right in that or any other instance.

12.2. You and mYusic agree that if any portion of this Agreement, except any portion of Section 11.5, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 11.5 is found to be illegal or unenforceable then neither you nor mYusic will elect to arbitrate any Dispute falling within that portion of Section 11.5 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction in Hartford, Connecticut, and you and mYusic agree to submit to the personal jurisdiction of that court.

13. Miscellaneous. mYusic operates and controls the Service from its offices in the United States. mYusic makes no representation that the Service is appropriate or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject mYusic to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, mYusic or any other web site or source. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from mYusic if, in our sole discretion, you fail to comply with any term or provision of this Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement to any party at any time without any notice to you. You may not assign this Agreement without mYusic's prior written consent. This Agreement contains the entire understanding of you and mYusic, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import. Upon mYusic's request, you will furnish mYusic any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against mYusic by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

14. Statute of Limitations. You and mYusic both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose or will be forever barred.