Last updated July 12, 2020
whether personally or on behalf of an entity (“you”) and
", “we”, “us”, or
“our”), concerning your access to and use of the
https://www.uwavee.com website as well as any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
The Site provides an online marketplace for the following goods, products, and/or services: hip hop/pop music services (custom beat making, mixing, mastering, etc.) (the
“Marketplace Offerings”). In order to help make the Site a secure environment for the purchase and sale of
. You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood,
THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST
DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may
be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the
waive any right to receive specific notice of each such change. It is your responsibility to periodically review
The information provided on the Site 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 us to any registration requirement within such
jurisdiction or country. Accordingly, those persons who choose to access the Site 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
The Site is not tailored to comply with
industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws,
you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act
Site is intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register for the Site or use the Marketplace Offerings.
INTELLECTUAL PROPERTY RIGHTS
indicated, the Site and the Marketplace Offerings are our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various
other intellectual property rights and unfair competition laws of the United
States, international copyright laws, and international conventions. The Content and the Marks are provided on
Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms
of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
Provided that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
By using the Site or the Marketplace Offerings, you
represent and warrant that:
(1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and
promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply with
(4) you are not a
minor in the jurisdiction in which you reside
5) you will not access the Site or the Marketplace Offerings
through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Site for any illegal or unauthorized
purpose; and (7) your use of the Site or the Marketplace Offerings will not
violate any applicable law or regulation.
If you provide any information that is untrue,
inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any
and all current or future use of the Site (or any portion thereof).
You may not use the Site or the Marketplace Offerings for
any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws.
Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other
illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or
other adult products. Postings of any unauthorized products or content may result in immediate termination
of your account and a lifetime ban from use of the Site.
We are a service provider
and make no representations as to the safety, effectiveness, adequacy,
accuracy, availability, prices, ratings, reviews, or legality of any of the
information contained on the Site or the Marketplace Offerings displayed or
offered through the Site. You understand
and agree that the content of the Site does not contain or constitute representations
to be reasonably relied upon, and you agree to hold us harmless from any
errors, omissions, or misrepresentations contained within the Site’s
content. We do not endorse or recommend
any Marketplace Offerings and the Site is provided for informational and
advertising purposes only.
You may be
required to register with the Site in order to access the Marketplace Offerings. You agree to keep your
confidential and will be responsible for all use of your account and password.
We reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate,
obscene, or otherwise objectionable.
We reserve the
right to limit the quantities of the Marketplace Offerings offered or available
on the Site. All descriptions or pricing
of the Marketplace Offerings are subject to change at any time without notice,
at our sole discretion. We reserve the
right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality
of any of
the Marketplace Offerings purchased by you will meet your expectations or that
any errors in the Site will be corrected.
We accept the following forms of payment:
You agree to provide current, complete, and accurate
purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further
agree to promptly update account and payment information, including email address, payment method, and payment
card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be
added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall
be in U.S. dollars.
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment
provider for any such amounts upon placing your order.
If your order is subject to recurring charges, then you consent to our charging your
payment method on a recurring basis without requiring your prior approval for each recurring charge, until
such time as you cancel the applicable order.
We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
We reserve the right to refuse any order placed through
the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per
order. These restrictions may include orders placed by or under the same customer account, the same payment
method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit
orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
review our Return Policy posted on the Site prior
to making any purchases.
You may not access or use the Site for any purpose other than that for which we make the Site available.
The Site may not be used in connection with any commercial endeavors except those that are specifically
endorsed or approved by us.
After a project has been created/opened on the platform, you are strictly prohibited from negotiating and executing a
freelancing transaction related to that project outside of the platform. In addition, while you are a registered user of
the platform, you may not enter into any agreement with any other users whom you met through the platform unless you do
so through the platform. Your rights to continue using the platform will immediately terminate upon your violation of
this paragraph. Addtionally, in connection with any violation of this paragraph, the applicable recipient shall promptly
pay us the greater of (i) the fees we otherwise would have been entitled to under this section 1 had recipient and
freelancer not breached this paragraph; or (ii) One Thousand U.S. Dollars (US$1,000). You agree that the amounts
identified herein are a reasonable estimate of anticipated loss to us and are fixed as liquidated damages, and not as a
penalty, because of the difficulty of ascertaining the exact amount of damages that would be sustained by us in the
event you breach this paragraph.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile,
directly or indirectly, a collection, compilation, database, or directory without written
permission from us.
Make any unauthorized use of the Marketplace Offerings, including collecting
usernames and/or email addresses of users by electronic or other means for the
purpose of sending unsolicited email, or creating user accounts by automated means
or under false pretenses.
Use the Site to advertise or offer to sell goods and services.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use a buying agent or purchasing agent to make purchases on the Site.
Circumvent, disable, or otherwise interfere with security-related features of the
Site, including features that prevent or restrict the use or copying of any Content
or enforce limitations on the use of the Site and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Site.
Trick, defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user passwords.
Engage in any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Site or the networks or
services connected to the Site.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Marketplace Offerings as part of any effort to compete with us or otherwise
use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising
or in any way making up a part of the Site.
Attempt to bypass any measures of the Site designed to prevent or restrict access to
the Site, or any portion of the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Marketplace Offerings to you.
Delete the copyright or other proprietary rights notice from any Content.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or
other material, including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Marketplace Offerings.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including without limitation, clear
graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices
(sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage,
use, launch, develop, or distribute any automated system, including without limitation, any spider,
robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any
unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use the Site in a manner inconsistent with any applicable laws or regulations.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs,
message boards, online forums, and other functionality, and may provide you
with the opportunity to create, submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us or on the Site, including
but not limited to text, writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other users of the Site and
the Marketplace Offerings and through third-party websites. As such, any
Contributions you transmit may be treated as non-confidential and non-proprietary.
When you create or make available any Contributions, you thereby
represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third
2. You are the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other users of the Site to use
3. You have the written consent, release, and/or permission of each and every identifiable individual
person in your Contributions to use the name or likeness of each and every such identifiable individual
person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage,
or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone
under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise
intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national
origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates,
Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these
use the Site and the Marketplace Offerings.
By posting your Contributions to any part of the Site
or making Contributions accessible to the Site by linking your account from the Site to
any of your social networking accounts
, you automatically grant, and you represent and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid,
worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt
(in whole or in part), and distribute such Contributions (including, without limitation, your image and
voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or
incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing.
The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes
our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service
marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in
your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions.
You retain full ownership of all of your Contributions and any intellectual property rights or other
proprietary rights associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site. You are solely responsible
for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility
and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion,
(1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to
place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at
any time and for any reason, without notice. We have no obligation to monitor your Contributions.
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply
with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) your reviews should not contain discriminatory references based on religion, race, gender, national
origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references
to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you
should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading
statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our
opinions or the views of any of our affiliates or partners. We do not assume liability for any review or
for any claims, liabilities, or losses resulting from any review. By posting a
hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and
sublicensable right and license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
If you access the Marketplace Offerings via a mobile
application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on
wireless electronic devices owned or controlled by you, and to access and use
the mobile application on such devices strictly in accordance with the terms
You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive
the source code of, or decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the
application; (3) violate any applicable laws, rules, or regulations in
connection with your access or use of the application; (4) remove, alter, or
obscure any proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application; (5) use the application for
any revenue generating endeavor, commercial enterprise, or other purpose for
which it is not designed or intended; (6) make the application available over a
network or other environment permitting access or use by multiple devices or
users at the same time; (7) use the application for creating a product,
service, or software that is, directly or indirectly, competitive with or in
any way a substitute for the application; (8) use the application to send
automated queries to any website or to send any unsolicited commercial e-mail;
or (9) use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple
Store or Google Play (each an “App Distributor”) to access the Marketplace Offerings: (1) the
license granted to you for our mobile application is limited to a
non-transferable license to use the application on a device that utilizes the
Apple iOS or Android operating systems, as applicable, and in accordance with
the usage rules set forth in the applicable App Distributor’s terms of service;
(2) we are responsible for providing any maintenance and support services with
respect to the mobile application as specified in the terms and conditions of
required under applicable law, and you acknowledge that each App Distributor
has no obligation whatsoever to furnish any maintenance and support services
with respect to the mobile application; (3) in the event of any failure of the
mobile application to conform to any applicable warranty, you may notify the
applicable App Distributor, and the App Distributor, in accordance with its
terms and policies, may refund the purchase price, if any, paid for the mobile
application, and to the maximum extent permitted by applicable law, the App
Distributor will have no other warranty obligation whatsoever with respect to
the mobile application; (4) you represent and warrant that (i) you are not
located in a country that is subject to a U.S. government embargo, or that has
been designated by the U.S. government as a “terrorist supporting” country and
(ii) you are not listed on any U.S. government list of prohibited or restricted
parties; (5) you must comply with applicable third-party terms of agreement
when using the mobile application, e.g., if you have a VoIP application, then
you must not be in violation of their wireless data service agreement when
using the mobile application; and (6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions in this
Distributor will have the right (and will be deemed to have accepted the right)
to enforce the terms and conditions in this mobile application license
As part of the functionality of the Site, you may link your account with online accounts you have with
third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your
Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account,
as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us
and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions
that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making
us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that (1) we may access, make
available, and store (if applicable) any content that you have provided to and stored in your Third-Party
Account (the “Social Network Content”) so that it is available on and through the Site via your account,
including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account
additional information to the extent you are notified when you link your account with the Third-Party Account.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such
Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be
available on and through your account on the Site. Please note that if a Third-Party Account or associated
service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service
provider, then Social Network Content may no longer be available on and through the Site. You will have the
ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY
ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort
to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality,
or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree
that we may access your email address book associated with a Third-Party Account and your contacts list
stored on your mobile device or tablet computer solely for purposes of identifying and informing you of
those contacts who have also registered to use the Site. You can deactivate the connection between the
Site and your Third-Party Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information stored on our servers that
was obtained through such Third-Party Account, except the username and profile picture that become
associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information
regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and
shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and
shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial
or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right
to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement
or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites
("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or originating from third
parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated,
monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for
any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through,
or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion
of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party
Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the
Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should
privacy and data gathering practices, of any website to which you navigate from the Site or relating to
any applications you use or install from the Site. Any purchases you make through Third-Party Websites will
be through other websites and from other companies, and we take no responsibility whatsoever in relation to
such purchases which are exclusively between you and the applicable third party. You agree and acknowledge
that we do not endorse the products or services offered on Third-Party Websites and you shall hold
us harmless from any harm caused by your purchase of such products or services. Additionally, you shall
hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any
way from any Third-Party Content or any contact with Third-Party Websites.
We allow advertisers to display their advertisements and other information in certain areas of the Site, such
as sidebar advertisements or banner advertisements.If you are an advertiser, you shall take full responsibility
for any advertisements you place on the Site and any services provided on the Site or products sold through
those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and
authority to place advertisements on the Site, including, but not limited to, intellectual property rights,
publicity rights, and contractual rights.
As an advertiser, you agree that such advertisements are subject to our Digital
Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you
understand and agree there will be no refund or other compensation for DMCA takedown-related issues.
We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site and the Marketplace Offerings.
are hosted in
the United States
If you access the Site or the Marketplace Offerings from any other region of the world with laws
or other requirements governing personal data collection, use, or disclosure that differ from applicable
the United States
, then through your continued use of the Site, you are transferring your data to
the United States
, and you agree to have your data transferred to and processed in
the United States
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
We respect the intellectual property rights of others. If you believe that any material available
on or through the Site infringes upon any copyright you own or control, please immediately notify our
Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of
your Notification will be sent to the person who posted or stored the material addressed in the
Notification. Please be advised that pursuant to federal law you may be held liable for damages if you
make material misrepresentations in a Notification. Thus, if you are not sure that material located on
or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the
following information: (1) A physical or electronic signature of a person
authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed; (2) identification of the copyrighted work claimed to have
been infringed, or, if multiple copyrighted works on the Site are covered by
the Notification, a representative list of such works on the Site; (3)
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 us to locate
the material; (4) information reasonably sufficient to permit us to contact the
complaining party, such as an address, telephone number, and, if available, an
email address at which the complaining party may be contacted; (5) 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 (6) a statement that the
information in the notification is accurate, and under penalty of perjury, that
the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed upon.
If you believe your own copyrighted material has been removed from the Site as a result of a
mistake or misidentification, you may submit a written counter notification to
[us/our Designated Copyright Agent] using the contact information provided
below (a “Counter Notification”). To be an effective Counter Notification under
the DMCA, your Counter Notification must include substantially the following:
(1) identification of the material that has been removed or disabled and the
location at which the material appeared before it was removed or disabled; (2)
a statement that you consent to the jurisdiction of the Federal District Court
in which your address is located, or if your address is outside the United
States, for any judicial district in which we are located; (3) a statement that
you will accept service of process from the party that filed the Notification
or the party's agent; (4) your name, address, and telephone number; (5) a
statement under penalty of perjury that you have a good faith belief that the
material in question was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and (6) your
physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above,
we will restore your removed or disabled material, unless we first receive
notice from the party filing the Notification informing us that such party has
filed a court action to restrain you from engaging in infringing activity
related to the material in question. Please note that if you materially
misrepresent that the disabled or removed content was removed by mistake or
misidentification, you may be liable for damages, including costs and
attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Philip A. Nicolosi
Attn: Copyright Agent
6735 Vistagreen Way
DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO
ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,
YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any information
on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings
without notice at any time. We will not be liable to you or any third party for any modification, price
change, suspension, or discontinuance of the Site or the Marketplace Offerings.
We cannot guarantee the Site and the Marketplace Offerings will be available at all times.
We may experience hardware, software, or other problems or need to perform maintenance related
to the Site, resulting in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings
at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the
the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.
accordance with the laws of
the State of
applicable to agreements made and to be entirely performed within
the State of
without regard to its conflict of law principles.
To expedite resolution and control the cost of any dispute, controversy, or claim
us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below) informally for at least
days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes
expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND
THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall
be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA")
and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"),
both of which are available at the AAA website:
Your arbitration fees and your share of arbitrator compensation shall
be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer 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 either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in
. Except as otherwise provided herein, the Parties 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.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall
be commenced or prosecuted in the
state and federal courts
, and the Parties hereby consent to, and waive all defenses of lack
of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any
Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall
be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the
Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding; (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.
Exceptions to Informal Negotiations and Arbitration
The Parties 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 the intellectual property rights of a Party; (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. If this provision
is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction
of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions that may relate to the Marketplace Offerings, including descriptions,
pricing, availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Site
at any time, without prior notice.
THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER
DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US
MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING
. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS
OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) your Contributions;
including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site
or the Marketplace Offerings with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right,
at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify
you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings.
Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Marketplace Offerings. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive
electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE
TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require
an original signature or delivery or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision
permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable
affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership,
drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of
Miscellaneous is a NA section for this current point in time.
In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of
the Site or the Marketplace Offerings, please contact us at: