Terms and Conditions
Rbeatz Terms and Conditions of Use
Effective as of August 24, 2016
In our discretion, we may maintain different accounts for different types of users. If you open an account on behalf of your company, then (a) “you” includes you and your company, and (b) you represent and warrant that you are an authorized representative of your company with the authority to bind the entity to this Agreement, and that you agree to the terms of this Agreement on your company’s behalf. By connecting to Rbeatz with a third-party service (e.g., Google, Facebook, SubmitHub or SoundCloud), you give us permission to access and use your information from that service as permitted by that third-party service, and to store your authentication credentials for that third-party service. Any views expressed by you or other users on the Rbeatz website does not reflect the views of Rbeatz.
The Rbeatz Service includes social, non-interactive, and interactive features. The Rbeatz Service and the form and functionality ofsuch may change without prior notice to you. Rbeatz may impose limits on and related to the use of the Service or aspects of such Service or restrict your access to parts or all of the Service without notice or liability. Rbeatz may change, suspend, or discontinue any or all of the Service at any time, including the availability of any product, feature, database, or content. Rbeatz is an everevolving platform. With new products, services, and features launching all the time, we need flexibility to make changes, impose limits, and occasionally suspend or terminate certain offerings. We can also terminate or suspend any account at any time.
By registering and/or participating in this Service, you represent and agree as follows:
- You are at least 18 years of age and are capable of forming a legally binding contract. If you are not of legal age (at least 18 in USA), then you may not use the Rbeatz Service. You are a resident of the United States of America (“USA) and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with the terms set forth herein;
- You agree to and shall only be authorized to use the Rbeatz Service for personal, noncommercial use;
- You agree to be financially responsible for your account (if applicable) and to comply with your responsibilities and obligations as set forth in this Agreement and in any policies or procedures posted by Rbeatz;
- All information you Submit to Rbeatz or in connection with Rbeatz Service is accurate and complete and you will maintain and promptly update any information supplied to Rbeatz or to users to ensure accuracy at all times;
- You agree to be contacted via email by Rbeatz regarding Rbeatz Service;
- You hereby grant Rbeatz permission to display your profile and such other information and content as may be supplied by you to Rbeatz in connection with your use of the Service as Rbeatz shall deem advisable in its sole determination;
- You agree that by installing or downloading in connection with our Services, Rbeatz will not be held responsible for files that may have an effect on your computer or to you.
- You are responsible for maintaining the confidentially of your access information and are responsible for all activities that occur utilizing your information. Although we would not be liable for any losses you might suffer, you may be liable for the losses of Rbeatz or others.
Rbeatz Non-Interactive Internet Music Services (“Rbeatz Internet Radio Service”): Rbeatz provides independent artists with the ability to submit their content metadata for a specified album or compilation (“Indie Submission”) in connection with the Rbeatz
Internet Radio Service.
Rbeatz offers an Rbeatz Internet Radio Service licensed in the United States under the authority of the United States Copyright Act, including 17 U.S.C. § 112 and 17 U.S.C. § 114 (collectively, “Licensing Act”). Rbeatz provides this Indie Submission service to you subject to the terms and conditions contained therein and herein.
Rbeatz agrees that it shall be responsible for the public performance of the sound recording and the underlying musical compositions of the Indie Submission made via Rbeatz Internet Radio Service as required pursuant to the terms of the Licensing Act and as required under license agreements.
Rbeatz Interactive Internet Music Services (“Rbeatz On Demand Service”): Rbeatz provides independent artists with the ability to submit their Indie Submission in connection with Rbeatz On Demand Services. If you wish to make an Indie Submission in connection with our Rbeatz On Demand Service, you are required to enter into a Distribution Agreement with us and grant us a Master Use License, Mechanical License, Sync License, and Performance License in connection with such Indie Submission. Once a Distribution Agreement is executed your Indie Submission may be eligible for our Rbeatz On Demand Service and we will have the right to reproduce and distribute your copyrighted musical compositions on cds, records, tapes, ringtones, permanent digital downloads, interactive streams, and any or all other digital configurations supporting music offerings.
If you would like to make an Indie Submission in connection with the Rbeatz On Demand Service, please send an email to Rbeatz, Subject Line: Indie Interactive Submission at firstname.lastname@example.org. In the email, please let us know if your Indie Submission is registered on HarryFox.com. Due to the volume of submissions we received, we will not be able to respond to all inquiries. We apologize in advance and encourage you to view our Rbeatz Internet Radio Service.
3. Modification of this Agreement.
Rbeatz reserves the right, in its sole discretion, to modify, change, and/or update (“Modify”, “Modified” or “Modification”) the Agreement. Rbeatz will make reasonable efforts to inform you of material Modifications (which efforts may include the posting of notices on our website and/or via email); but Rbeatz shall not be liable for any failure to do so, nor shall any such failure mitigate theeffect of the Modification. You are responsible for reviewing and becoming familiar with any Modifications to the Agreement. Your continued use of the Service will constitute your affirmative acceptance to the Modification. If you do not agreed to the Modifications, or cannot comply with, the Agreement as amended, you are not permitted to use, and should discontinue your use of, the Services. Notwithstanding, if you do not completely agree with the terms of the Modification but still use any Service or Content after such Modification, you will be bound by the Modified Agreement.
4. Your License to Use the Service.
The Rbeatz Service and the Content are the property of Rbeatz or Rbeatz licensors. Subject to the terms and conditions of this Agreement and your payment of any required fees (if applicable), Rbeatz hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Service in an Rbeatz authorized jurisdiction, and otherwise view and use the Services to the extent permitted by its intended functionality, for your own individual personal, non-commercial purposes and not forthe sublicense to or use by third parties (the “License”). You acknowledge and agree that the Rbeatz music, software applications and the Content are licensed, not sold, to you, and Rbeatz and its licensors retain ownership of all copies of the Rbeatz music, software applications and Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”). All Rbeatz trademarks, service marks, trade names, logos, domain names, and any other features of the Rbeatz brand (“Rbeatz Brand Features”) are the sole property of Rbeatz or its licensors. The Agreement does not grant you any rights to use any Rbeatz Brand Features whether for commercial or noncommercial use.
You shall not: (a) modify, download, intercept or create any derivative works of the Service, including any translations or localizations thereof; (b) access and/or use the Service through an application by means not authorized by Rbeatz; (c) copy, store, edit, change, exploit, download, prepare any derivative work of, or alter in any way any of the Content made available through the Service; (d) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the Services to or for the benefit of any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure of organization of the Service;
(f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Services; (g) publish or provide results of any Service, in whole or in part, aggregated or otherwise, to a third party without Rbeatz prior written consent; (h) provide your username and password used to access the Services to any third party; (i) use any systems or means, automated or otherwise, to access, acquire, copy, scrape, harvest, or monitor any party of the Services or any personal identifiable information or account names or solicit users; (j) circumvent any technological measures employed by or on behalf of Rbeatz to protect the Service; (k) use any other technologies or initiate any other activities that may harm the Services, or the interest or property of Rbeatz or other users of the Services; or (l) aid or encourage any third party to engage in any activity that would
constitute a breach of this Agreement. Any other use not authorized herein, or by Rbeatz in writing, is strictly prohibited, outside the scope of the License granted herein, a violation of this Agreement, and may subject your account to termination and other legal action as Rbeatz determines in its sole discretion.
Notwithstanding anything herein, Rbeatz may revoke and/or terminate the License with respect to any aspect of the Service at any time, for any or no reason.
5. Third Party Applications.
The Rbeatz Service is integrated with and may contain links to third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Rbeatz does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Application and you release us from any and all liability arising from your use of any Third Party Applications.
6. User-Generated Content.
Rbeatz users may Submit content to the Service (“User Content”). You represent and warrant that, with respect to any User Content you Submit to Rbeatz, (a) you have the right to Submit the User Content and have the necessary license and right to distribute the Content without liability to any third party and are not a party to any agreement or restriction, which could interfere with or restrict in any way the rights you grant to us under this Agreement; (b) all applicable rights required to license the musical compositions to Rbeatz are held by the American Society of Composers and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or SESAC or you expressly authorize and license Rbeatz the right to stream, copy, archive, publicly perform, print and otherwise unlimited use of
each such musical composition via our Service; (c) each sound recording has been distributed to the public under the authority of the copyright owner, or you expressly authorize and license Rbeatz the right to stream, copy, archive, publicly perform, print and otherwise unlimited use each such sound recording via our Service; (d) your submission of the User Content will not breach any agreement to keep in confidence proprietary information acquired by you in confidence or in trust prior to this Agreement; (e) there is nothing in the User Content, which is or might be regarded as harassing, threatening, abusive, vulgar, obscene, defamatory, racist or otherwise unlawful; and (f) the User Content, or its use by Rbeatz as contemplated by the Agreement, does not violate applicable law and will not infringe on any rights of any third party, including, but not limited to, copyright, trademark, unfair competition, contract, defamation, and privacy or publicity rights or other rights or imply any affiliation with or endorsement of you or your User Content by Rbeatz or any artist, band, label, entity or individual without express written consent from such individual or entity. Notwithstanding the foregoing, you may not Submit any User Content, or register and/or use a username, which is or includes material that:
! Is offensive, abusive, defamatory, pornographic, threatening, or obscene;
! Is illegal, or intended to promote or commit an illegal act of any kind, including, but not limited to, violations of intellectual property rights, privacy rights, or proprietary rights of Rbeatz, or a third party;
! Includes your password or purposely includes personal data of third parties or is intended to solicit such personal data;
! Includes malicious content such as malware, Trojan horses, worms, spam, or viruses, or otherwise interferes with any user’s access to the Service;
! Is intended to or does harass or bully other users;
! Impersonates or misrepresents your affiliation with another artist, user, person, or entity, or is otherwise fraudulent, false,deceptive, or misleading;
! Involves commercial or sales activities, such as advertising, promotions, solicitations, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Rbeatz;
! Links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Rbeatz;
! Interferes with or in any way disrupts the Rbeatz Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Rbeatz’s computer systems, network, usage rules, or any of Rbeatz’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
! Conflicts with this Agreement, as determined by Rbeatz. You acknowledge and agree that posting any such User Content may result in immediate termination or suspension of your Rbeatz account. You also agree that Rbeatz may also reclaim your username for any reason. In all cases, Rbeatz reserves the right to remove or disable access to any User Content for any or no reason. Rbeatz may take these actions without prior notification to you or any third party.
Removal or disabling of access to User Content shall be at our sole discretion.
You are solely responsible for all User Content that you Submit. Rbeatz may, but has no obligation to, monitor, review, or edit User Content. Rbeatz is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST RBEATZ RELATED TO — USER CONTENT THAT YOU DIRECTLY OR INDIRECTLY SUBMIT TO RBEATZ OR THIRD PARTY APPLICATIONS, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD RBEATZ HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
7. Rights you grant us.
In consideration for the rights granted to you under this Agreement, you grant us the right (a) to allow the Rbeatz Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (b) to provide advertising and other information to you, and (c) to allow our affiliates to do the same. In any part of the Rbeatz Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties and Third Party Applications. Some Content licensed or provided to Rbeatz (e.g. podcasts) may contain advertising as part of the Content. In such cases, Rbeatz will make such Content available to you unmodified. You acknowledge that by Submitting User Content to us you thereby grant Rbeatz a non-exclusive, transferable, sub-licensable, royalty-free (except as expressly provided herein), perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreement plus twenty (20) years), irrevocable, fully paid (except as expressly provided herein), universal right and license (but not the obligation) to stream, copy, archive, publicly perform, print and otherwise unlimited use to the public (e.g.
perform, display and give the public the ability to comment on and critique), publish, critique (good or bad), rank and compare to other songs (regardless of genre), translate, modify, prepare derivative works for, and distribute any of the User Content in connection with the Service through any medium (including Rbeatz website, app, and social media pages), whether alone or combined with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.
Rbeatz does not control and is not responsible for User Content, including, but not limited to postings, comments, reviews, files or other materials delivered to us by you or other users. Rbeatz is not obligated to read, regularly review, monitor, delete, or edit User Content. However, Rbeatz reserves the right to do so in its sole discretion for any or all reasons and to revise, delete or edit User Content, in whole or in part, with or without notice.
Notwithstanding anything else contained in this Agreement, when you Submit User Content to Rbeatz, you
(b) agree that Rbeatz may broadcast and otherwise perform such User Content via its Service and/or through its social media accounts and it may be accessed but not downloaded (except as expressly provided herein) by other visitors; and (c) waive all so-called moral rights (or other similar rights) in relation to such User Content.
8. User guidelines.
We’ve established a few ground rules for you to follow when using the Service to make sure Rbeatz stays enjoyable for everyone. Please follow these rules and encourage other users to do the same.
The following is not permitted for any reason whatsoever:
- Copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Service, including User Content, or otherwise making any use of the Service, which is not expressly permitted under this Agreement or which otherwise infringes the intellectual property rights (such as copyright) of Rbeatz or any other user;
- Using the Service to import or copy any local files you do not have the legal right to import or copy;
- Transferring copies of cached content from an authorized Device to any other Device via any means;
- Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on User Content you do not have legal rights to;
- Removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Rbeatz Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
- Artificially increasing play count or otherwise manipulating the Services by using a script or other automated process;
- “Crawling” the Rbeatz Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Rbeatz;
- Circumventing any technology used by Rbeatz, its licensors, or any third party;
- Circumventing any territorial restrictions applied by Rbeatz or it licensors;
- Using automated means to artificially promote User Content;
- Upload any content that includes code hidden or otherwise contained within the Content that is unrelated to the Content; or
- Otherwise engaging in acts, which are in violation of this Agreement or for any illegal purpose.
Please be thoughtful about how you use the Service. The Service includes social and interactive features, including the ability to Submit User Content, comment on other user’s Submitted content, share content in certain instances, and to make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users across the web, so please use Rbeatz carefully.
9. Infringement and reporting User Content.
Rbeatz respects the rights of intellectual property owners and expects its users to do the same. Rbeatz will respond to any and all takedown request that comply with the requirements of the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. If you are a copyright holder, or its agent, and you believe that any of the copyrighted material, which is directly available via the Rbeatz Service infringes your copyrighted work, please let us know as set forth below.
Reporting Instances of Copyright Infringement: If you believe that Content residing or accessible on or through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to Rbeatz designated copyright agent at the address below:
1. Identification of the work or material being infringed.
2. Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Rbeatz iscapable of finding it and verifying its existence.
3. Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
4. A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
5. A statement made under penalty or perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
6. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed. Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing content pursuant to a valid notice, Rbeatz will immediately notify the user responsible for the allegedly infringing material that it has removed or disabled access to the material. Rbeatz will terminate, under appropriate circumstances, the account of users who are repeat copyright infringers and reserves the right, in its sole discretion, to terminate anyuser for actual or apparent copyright infringement.
Submitting a Counter Notification: If you believe you are the wrongful subject of a DMCA notification, you may file a counternotification with Rbeatz by providing the following information to Rbeatz designated agent at the address below:
1. The specific URLs of material that Rbeatz has removed or to which Rbeatz has disabled access.
2. Your name, address, telephone number, and email address.
3. A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the federal district courts located in Mecklenburg County, North Carolina if your address is outside of the United States), and that you will accept service of process from the person who provided the original notification or an agent of such person.
4. The following statement: “I swear, under penalty of perjury, that I have good faith belief that the material was removed or disable as a result of a mistake or misidentification of the material to be removed or disabled.” 5. Your signature. Upon receipt of a valid counter-notification, Rbeatz will forward it to the Notifying Party who submitted the original notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Rbeatz does not receive any such notification within ten (10) days, we may (but not required to) restore the material to the Services.
Attn: Copyright Agent
Address: 13833 Carowinds Boulevard
Charlotte, NC 28373
10. Service Limitations and Modifications.
Rbeatz will make reasonable efforts to keep the Rbeatz Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Rbeatz reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Rbeatz Service, with
or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Rbeatz Service or any function or feature thereof. You understand, agree, and accept that Rbeatz has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law.
11. Term and Termination.
This Agreement will continue to apply to you until terminated by either you or Rbeatz. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, is irrevocable and will therefore continue after expiry or termination of this Agreement. Rbeatz may terminate this Agreement or suspend your access to the Rbeatz Service at any time, for any or no reason.
If this Agreement is terminated, or if Rbeatz suspends your access to the Rbeatz Service, you agree that Rbeatz shall have no liability or responsibility to you and Rbeatz will not refund any amounts that you have already paid, if applicable.
12. Warranty and Disclaimer.
YOU AGREE THAT YOUR — USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE RBEATZ SERVICE AND CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU — USE THE RBEATZ SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RBEATZ MAKES NO REPRESENTATION AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RBEATZ MAKES NO REPRESENTATION OR WARRANTY THAT THE RBEATZ SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR IS FREE OF VIRUS, MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, RBEATZ MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), — USER CONTENT, ALTERATION OF YOUR CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE RBEATZ SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT RBEATZ IS NOT RESPONSIBLE OR
LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OR THIRD PARTY
APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE RBEATZ SERVICE. AS WITH ANYPURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD — USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM RBEATZ SHALL CREATE ANY WARRANTY ON BEHALF OF RBEATZ IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDYFOR ANY PROBLEMS OR DISSATISFACTION WITH THE RBEATZ SERVICE IS TO UNINSTALL ANY RBEATZ SOFTWARE AND/OR TO STOP USING THE RBEATZ SERVICE. WHILE RBEATZ ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO RBEATZ, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL RBEATZ, ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:
(1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;
(2) ANY LOSS OF — USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE — USE OR INABILITY TO — USE THE RBEATZ SERVICE, INCLUDING THE — USE OF THE INDIE SUMBISSION, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER RBEATZ HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR
(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE RBEATZ SERVICE, INCLUDING THE — USE OF THE INDIE SUBMISSION, THIRD PARTY APPLICATIONS, AND/OR THIRD PARTY APPLICATION CONTENT IN AN AMOUNT WHICH EXCEEDS THE LICENSE FEES PAID TO RBEATZ BY YOU UNDER THIS AGREEMENT, OR ONE U.S. DOLLAR, WHICH EVER IS GREATER, TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW.THIS SECTION 13 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE LIMITATIONS OF DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE DEAL BETWEEN RBEATZ AND YOU.
14. Third Party Beneficiaries.
Except with respect to platform providers through which you download or use applications certified by Rbeatz, nothing in this Agreement either express or implied, is intended to or will be deemed to confer upon any other person or entity any right, benefit, orremedy of any nature whatsoever under or by reason of this Agreement.
Rbeatz may assign this Agreement or delegate any of our rights or obligations hereunder, or any part thereof, to any third party including any successor in interest, without requiring your consent. You may not assign this Agreement in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party for any reason.
16. Severability and Waiver.
In the event any provisions of this Agreement are found to be contrary to any law or regulation of an administrative or governmental agency or body, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event such provision cannot be modified and becomes invalidated or unenforceable, its invalidation or unenforceability will not affect the validity or enforceability of any other provision of this Agreement. The Failure of Rbeatz to insist upon the prompt and punctual performance of any term of condition in this Agreement, or the failure of any party to exercise any right or remedy under the terms of this Agreement on any one or more occasions, shall not constitute a waiver of any other or subsequent breach, act, omission, term, covenant, or
You agree to defend (at our option), hold harmless, and indemnify us from and against all third party claims and all liabilities,assessments, losses, costs, or damages resulting from or arising out of (a) your alleged or actual breach of this Agreement, including your representations and warranties; (b) your use or misuse of the Service whether via your password and by any other person whether or not authorized by you; and/or (c) your alleged or actual infringement or violation of the rights of a third party, including without limitations any intellectual property rights, rights of publicity, and rights of privacy. This Section 17 shall survive the termination of this Agreement.
18. Governing Law and Disputes.
Notwithstanding anything herein, this Section 18 will survive termination of the Agreement.
Governing Law: This Agreement, including all claims relating to or arising hereof or breach thereof, whether sounding in contract, tort, or otherwise, will be governed and construed in accordance with the laws of the state of North Carolina, without giving effect to principles of conflicts of law.
Informal Resolution: If you have any dispute with us or any related third party, arising out of, relating to, or connected with this Agreement or the Service, you agree to contact us directly and provide a brief, written description of the dispute and your contact information (including your username if your dispute relates to an account), and give us thirty (30) days from the date of filing your written description with us within which to resolve the dispute to your reasonable satisfaction. If Rbeatz does not resolve the dispute through good faith negotiations under this informal process, you may pursue the dispute in accordance with the Arbitration Agreement below.
Arbitration Agreement: Any claims by Rbeatz, or claims by you that are not resolved by the Informal Resolution procedures described above, arising out of, relating to, or connected with this Agreement or to your relationship with Rbeatz as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) must be asserted individually in binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (including utilizing desk, phone, or video conference proceedings where appropriate and permitted to mitigate costs of travel) then in Force. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION,
AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In addition to and notwithstanding the terms stated above, the following will apply to your dispute:
(a) the arbitrator, and not any federal, state, or local agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including
any claim that all or any part of this Agreement is void or voidable;
(b) the arbitrator will not have the power to conduct any form of class or collective arbitration, nor join or consolidate claims by or for individuals; and
(c) YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED HEREIN) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING AGAINST US OR RELATED THIRD PARTIES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT.
The arbitration proceeding and the results thereof will be kept confidential by each party and not used for any purpose other than a party exercising its rights and fulfilling its obligations with respect to the other party; provided, however that either party may disclose the existence and results of the proceedings: (a) as required by law, rule, or regulation; (b) to its accountants, attorneys, and other fiduciaries; and (c) to an arbitrator or third party who has exercised its rights under this Section for use as persuasive authority in other proceedings brought pursuant to this Section.
Exceptions: The terms of the Arbitration Agreement above will apply to all disputes that may arise out of, or connected with, or related to this Agreement or the Service, subject only to the following exceptions: (a) If Rbeatz reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to us or any third party, we may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (b) any dispute may, at the option of the claiming party, be resolved in small claims court in Mecklenburg County, North Carolina, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court, and were unsuccessfully resolved through the Informal Resolution procedure required herein.
Furthermore, in no event will the terms of this Section limit Rbeatz’s ability to investigate complaints or reported violations of this Agreement, or to take any action we deem necessary and appropriate to mitigate actions against us, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties such as music rightholders.
Limitation of Actions: Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Service, must be filed within twelve (12) months of the date the facts giving rise to the suit were known or should have been known by you, or forever be barred.
Enforceability: If the class action waiver is found to be unenforceable in arbitration or if the entirety of this Section is found to be unenforceable, then the entirety of this Section shall be null and void and, in such case, you agree that any claim or dispute you may have against Rbeatz must be resolved exclusively by a state or federal court located in Mecklenburg County, North Carolina, except as otherwise agreed by the parties and you agree to submit to the personal jurisdiction of the courts located within Mecklenburg County, North Carolina for the purpose of litigating all such claims or disputes.
We may post notices within the Service. We may also send you notices about products and services to the email address you provided us. You hereby consent to receive notice from us through the foregoing means, and you are deemed to have received such notice at the latest within two (2) business days from us posting or sending a notice. You are responsible for keeping your account information, including your email address, up to date. Rbeatz assumes no liability nor any responsibility for any consequences resulting from your provision or use of outdated, incomplete, or inaccurate information in connection with the Service. Except as otherwise provided for herein, any notices required to be delivered to Rbeatz under this Agreement may be delivered via first class registered U.S. mail,
receipted overnight courier, or personal service to Rbeatz, LLC, Attn: Rbeatz Support Team, 13833 Carowinds Boulevard, Charlotte, NC 28373 or when receipt is acknowledged if sent by facsimile, email, or other electronic transmission device to email@example.com.
20. Entire Agreement.
Other than as stated in this Section or as explicitly agreed upon in writing between you and Rbeatz, this Agreement constitutes all the terms and conditions agreed upon between you and Rbeatz and supersede any prior agreements in relation to the subject matter of this Agreement, whether written or oral. If any inconsistence exists between the terms of this Agreement and any other terms and conditions, this Agreement shall control.
21. Questions Regarding this Agreement.
If you have any questions concerning the Rbeatz Service or this Agreement, please contact Rbeatz customer service by visiting the About Us section of our website.
Thank you for agreeing to these Terms. We hope you enjoy Rbeatz!