PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY ARE A CONTRACT THAT WILL GOVERN YOUR RIGHTS IF YOU MAKE ANY USE OF THE PRODUCTS DOWNLOADED FROM THIS SITE AND THE USE OF ANY SERVICES OR SOFTWARE (INCLUDING APPLETS, WIDGETS, PLUG-INS, APIs AND APPS) ENABLED BY OR PROVIDED IN CONNECTION WITH SUCH PRODUCTS (the "Platform"). These Terms and Conditions, as modified from time to time (the "Terms & Conditions"), are a legally binding contract between you ("End User," "you" and "your") and MUSICTOGO, LLC ("M2G," "we," "us," or "our"). This agreement sets forth your rights and obligations with respect to your use of the Platform. By using any part of the Platform, you are indicating that you have read this agreement, that you understand it, and that you consent to be bound by all of the Terms & Conditions, including the warranty disclaimers, the limitations of liability and termination provisions below. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, YOU MAY NOT USE THE ANY PORTION OF THE PLATFORM AND MUST DESTROY ANY AND ALL MATERIALS THAT ARE PART OF THE PLATFORM THAT ARE IN YOUR POSSESSION OR CONTROL.
1. Grant of Non-exclusive License. As long as you comply with these Terms & Conditions, M2G grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to use the Platform. If you are party to a Services Agreement with M2G, this grant extends to use of the Platform only by the Customer as stated on the Services Agreement and or for the Customer Sites named in such License Agreement. You acknowledge and agree that all software, code, text, images, graphics, user interfaces, videos, photographs, trademarks, logos, artwork and other intellectual property that are part of the Platform, including but not limited to the design, selection, arrangement, user interfaces and coordination of material on the Platform is owned, controlled or licensed by or to M2G, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms, no part of the Platform may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any purpose, without M2G's prior express written consent. You agree that you will not attempt to decipher, decompile, reverse engineer, or disassemble any of the software comprising or making up the Platform. Elements of the Platform are covered by U.S. Patent No. US 10,055,508, and 10,673,771 and are the subject of other pending applications and foreign patents. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, patents, trade secrets, trade dress, rights of publicity, trademarks or any other intellectual property, and M2G reserves all rights not expressly granted hereunder. You agree that as between you and any person or entity claiming through you, all intellectual property licensed pursuant to these Terms & Conditions, including any Patents, are and shall remain the sole and exclusive property of M2G. You agree that you will not use, export or re-export any portion of the Platform in violation of any laws or regulations, including without limitation United States export laws and regulations.
2. Changes to Terms & Conditions. M2G reserves the right, at its sole discretion, to change, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms each time before using the Platform. Your continued use of the Platform following the posting of changes will mean that you accept and agree to the changes. You agree that all subsequent purchases and or usage of the Platform by you will be subject to the terms and conditions of these Terms, which shall apply until we post modified Terms and then in accordance with such modified Terms.
3. M2G Marks. "M2G" and "MusicToGo" and TuneGenie are registered trademarks, trademarks or service marks of M2G. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of M2G. All other trademarks or service marks are property of their respective owners. The use of any M2G trademark or service mark without M2G's express written consent is strictly prohibited.
4. Customer Accounts. You must establish a customer account to use this site (the "Download Site") to access any elements of the Platform made available on this site ("My Account). You are responsible for maintaining the confidentiality of your My Account information, including your password, and for all activity that occurs under your account. You agree to notify M2G immediately of any unauthorized use of your account or password, or any other breach of security. Our network resources may not be used to impersonate another person or misrepresent authorization to act on behalf of others or us. All messages transmitted to M2G by you should correctly identify the sender; you may not alter the attribution of origin in electronic mail messages or posting. You may be held liable for losses incurred by M2G or any other user of the Site due to someone else using your password or customer account. You may not use anyone else's password or customer account at any time, unless M2G has granted you such permission You may not attempt to gain unauthorized access to the Platform. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, then your customer My Account will be terminated. You agree to provide us with accurate, current and complete information about yourself and your billing information if prompted by the registration process. You may update any of your My Account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the My Account button and selecting the appropriate link. By establishing a My Account, you grant permission for M2G to contact you at your e-mail address.
5. Use of Platform Sites. Certain elements of the Platform are supported by servers operated by or on behalf of, or that are licensed by, M2G (the "Platform Sites") and that the Platform Sites are part of the Platform. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform Sites or any of the systems or networks comprising or connected to the Platform Sites. You agree that you will not use any device, software or routine to interfere with or attempt to interfere with the proper working of the Platform Sites or any activity being conducted on the Platform Sites. You agree that you will not delete or alter any material posted by any other person or entity. You agree that you will not frame or link any of the materials or information available from the Platform Sites. You agree that you will not use any automatic device, program, algorithm or methodology, or any other manual process, to access, acquire, copy or monitor any portion of the Platform Sites or in any way reproduce or circumvent the navigational structure or presentation of the Platform Sites to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform Sites. You agree that you will not attempt to gain unauthorized access to any portion or feature of the Platform Sites. You agree that you will not probe, scan or test the vulnerability of the Platform Sites, website or any network connected to the Platform Sites, nor breach the security or authentication measures on the Platform Sites or any network connected to the Platform Sites. You agree that you will not reverse look-up, trace or seek to trace any information of any other user of or visitor to the Platform Sites, or of any other customer of M2G, or exploit the Platform Sites or any service or information made available or offered by or through the Platform Sites, in any way to reveal any information, including but not limited to personal information, other than your own information, as provided for by the Platform Sites. You also agree that M2G may, in its sole discretion and without prior notice to you, terminate your access to the Platform Sites and your My Account for any reason, including without limitation: (1) attempts to gain unauthorized access to the Platform Sites or assistance to others' attempting to do so, (2) overcoming software security features limiting use of or protecting any Content, (3) discontinuance or material modification of the Platform Sites or any service offered on or through the Platform, (4) violations of these Terms, (5) failure to pay for purchases, (6) suspected or actual infringement of intellectual property rights, (7) unexpected operational difficulties, or (8) requests by law enforcement or other government agencies. You agree that M2G will not be liable to you or to any third party for termination of your access to the Platform Site under any circumstances, including those discussed herein.
6. Third Party Provided Information on Platform Sites. The Platform Sites may include information provided or posted by others. In no event should the availability of such information and materials be construed as an indication that they have been validated by M2G or represent the views of M2G. M2G does not monitor all submissions to the website, but reserves the right to do so and to remove or edit anything that is in violation of these Terms or other policies of M2G.
7. Links to Other Sites. The Download Site and Platform Sites may contain links to independent third-party Web sites ("Third-Party Sites"). These links are provided solely for your convenience. Such Third-Party Sites are not under M2G's control, and M2G is not responsible for and does not endorse the content of such Third-Party Sites, including any information or materials contained on such Third-Party Sites. You must make your own independent judgment regarding your interaction with these Third-Party Sites.
9. The following provisions apply to you to the extent you download materials from this Download Site or make use of the Platform with respect to any site that is not the subject of a Services Agreement between you and M2G:
Indemnification. You agree to indemnify and hold harmless M2G and its parents, sister companies, subsidiaries, affiliates, service providers, other End Users, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to your violation of these Terms, or your violation of any law, regulation or third-party right.
Disclaimer of Warranties. THE DOWNLOAD SITE AND PLATFORM ARE PROVIDED "AS IS." EXCEPT AS EXPRESSLY STATED HEREIN, M2G EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE DOWNLOAD SITE OR THE PLATFORM INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF THE USE OF THE DOWNLOAD SITE AND THE PLATFORM REMAINS WITH YOU. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL M2G OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS & CONDITIONS OR THE USE OF OR INABILITY TO USE THE DOWNLOAD SITE OR THE PLATFORM, , THE PROVISION OF OR FAILURE TO PROVIDE THE DOWNLOAD SITE OR THE PLATFORM OR OTHERWISE ARISING OUT OF THE USE OF THE DOWNLOAD SITE OR THE PLATFORM WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF M2G HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS & CONDITIONS OR POSTED ON THE PLATFORM, THE MAXIMUM LIABILITY THAT M2G SHALL HAVE IS LIMITED TO THE LESSER OF ANY AMOUNTS ACTUALLY PAID TO M2G BY END USER OR $100. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THESE TERMS & CONDITIONS) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General. No delay or failure to act under these Terms & Conditions shall constitute any waiver by M2G of any provision of these Terms & Conditions. If any provision of these Terms & Conditions is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of these Terms & Conditions will continue in full force and effect. These Terms & Conditions will bind and inure to the benefit of M2G's permitted successors and assigns. Any claim under these Terms & Conditions must be brought within three (3) year after the cause of action arises. These Terms & Conditions shall be governed by the laws of the State of New York without regard to or application of any conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in New York, New York. These Terms & Conditions are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms & Conditions shall be null and void. M2G may freely assign these Terms & Conditions without consent or notice. These Terms & Conditions (including all documents expressly incorporated herein by reference, including but not limited, to the relevant Usage Rules) constitutes the complete and exclusive agreement between M2G and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
10. By using the Platform, you are agreeing to be bound by the YouTube Terms of Service: https://www.youtube.com/t/terms
Last modified: November 24, 2020
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