TUNEDGE TM TERMS OF USE

Effective Date: November 10, 2019

IMPORTANT LEGAL INFORMATION: PLEASE READ THESE TERMS OF USE CAREFULLY, AS YOU MUST AGREE TO THEM BEFORE USING THIS WEBSITE. THESE TERMS OF USE TELL ALL PERSONS WHO ACCESS THE WEBSITE ("you” or “your”) ABOUT THESE STANDARD TERMS AND CONDITIONS IN CONNECTION WITH:

  1. YOUR ACCESS TO AND USE OF THIS TUNEDGE INC. (“Tunedge”, we” “us” or “our”) WEBSITE INCLUDING BUT NOT LIMITED TO, WHAT THIS WEBSITE WILL AND WON’T DO REGARDING ITS USE; AND,

  2. YOUR ACCESS TO AND USE OF ANY TUNEDGE ONLINE CHANNELS OR WEBSITES WHERE THESE TERMS OF USE ARE LINKED, SUCH AS BUT NOT LIMITED TO, OUR SOCIAL MEDIA PAGES (ALL OF THE FOREGOING IN SECTIONS A AND B ARE INDIVIDUALLY AND COLLECTIVELY, IN WHOLE AND IN PART NOW REFERRED TO FOR CONVENIENCE AS THE “Site”). 

YOUR ACCESS TO AND USE OF THE SITE IS GOVERNED BY THESE TERMS OF USE AND ALL APPLICABLE STATUTES, LAWS, REGULATIONS, RULES, AND ORDERS.  

YOU CAN ONLY ACCESS AND USE THE SITE BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE TERMS OF USE. DOING SO FORMS A LEGALLY BINDING CONTACT BETWEEN YOU AND TUNEDGE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS OF USE, YOU SHOULD CLICK ON THE “I DECLINE” BUTTON AT THE END OF THEM. DOING SO BARS YOU FROM ANY FURTHER ACCESS TO THE SITE. 

AMONG OTHER THINGS, THE SITE PROVIDE YOU WITH ACCESS TO RELATED SOFTWARE TOOLS, INTERACTIVE TEMPLATES AND DATA, FUNCTIONS, FACILITIES, SERVICES, ASSOCIATED MEDIA, AND ONLINE OR ELECTRONIC DOCUMENTATIONS (INDIVIDUALLY AND COLLECTIVELY, IN WHOLE AND IN PART NOW REFERRED TO FOR CONVENIENCE AS THE "Services"). THE SITE AND THE SERVICES WILL SOMETIMES IN THESE TERMS OF USE BE INDIVIDUALLY AND COLLECTIVELY REFERRED TO FOR CONVENIENCE AS THE “Materials”. 

1. License Grant; Subscription Terms; Termination.  Subject to your compliance with all terms and conditions of these Terms of Use, Tunedge grants to you, whether you are an individual or entity (“Person(s)”) a limited, personal, non-transferable, revocable and non-exclusive gratis right and license to only use the Materials as provided for in these Terms of Use. The term of these Terms of Use will be from the date you agree to them and continue uninterrupted for so long as Tunedge has any rights, titles and/or interests of every kind and nature now or later contemplated (the phrase “of every kind and nature now or later contemplated” is now referred to for convenience in these Terms of Use as “EKN”), in and to any of the Materials including without limitation, copyrights, trademarks, and patents in and to them, and any and all extensions and renewals of them throughout the universe.

(a) Your access to and use of the Services available on and thru the Site is provided on a one (1) year unlimited use subscription basis. Subscriptions automatically renew for subsequent, sequential, continuous one (1) year subscriptions, unless you or we notify the other in writing per paragraph 18 below no less than thirty (30) days before the last day of your then-current subscription that you or we, as applicable, want to cancel your subscription.

(b) Notwithstanding anything to the contrary in these Terms of Use, we have the irrevocable right to block or deny access to the Site and/or to any of the Materials, and/or to suspend or terminate your Account (defined in paragraph 10 below) with Tunedge and/or your use of the Site at any time, for any reason or no reason, with or without notice, in our Discretion. We also have the irrevocable right to change, suspend, or discontinue any or all aspects of the Site including but not limited to, links, for any reason or no reason, with or without notice. 

2.  Use of the Materials. With the sole exception of any information you may post to the Site including but limited to, master-quality music recordings (“Master/s”) and musical compositions (“Composition/s”) (all of the foregoing in this sentence are not Materials), as between you and us, the Materials and any and all other things EKN displayed on, in or that can be accessed, streamed, or downloaded from the Site, are solely owned and controlled by us from inception in perpetuity throughout the universe, and are all protected by U.S. and international copyright, trademark and other applicable laws and treaties EKN. You don’t acquire any rights, titles and/or interests EKN in any of the foregoing by virtue of accessing or making any uses of the Materials.

(a) Any unauthorized use of any of the Materials may violate U.S. and/or international copyright and/or other laws, treaties and regulations, is prohibited and without limitation, a violation of these Terms of Use. In the event of a violation of these Terms of Use, laws, treaties or regulations, we have the irrevocable right to seek all remedies available per these Terms of Use, by law, in equity, and otherwise EKN (individually and collectively “Remedy/ies”). 

(b) While using the Materials, you’re required to comply with any and all applicable statutes, orders, regulations, rules and other laws EKN. In addition, we require users of the Materials to respect the rights and dignity of others. Your use of the Materials is conditioned on your compliance with the rules of conduct in these Terms of Use.  

(c) Unless otherwise expressly authorized in these Terms of Use, it’s also a violation of them to do any of the following:

(1) reproduce, publicly display, perform, distribute, sell, resell or otherwise use or exploit any Materials for any public or commercial purpose EKN except for the Purpose (defined in paragraph 13 below).   

(2) with the sole exception of any information you may post to the Site, modify any information or Materials on the Site in any way or copy, reproduce, rent, lease, loan, publish, transmit, distribute, perform, display, and/or create derivative works from, the Materials, except for the Purpose;

(3) with the sole exception of any information you may post to the Site, decompile, disassemble, reverse engineer, sell, license or otherwise exploit the Materials or anything on or accessible through the Site, in whole or in part;

(4) interfere with the Materials or any other Person’s use of them including but not limited to, by hacking or defacing any portion of the Site, inserting any code, product, or otherwise manipulating the Site in any way that negatively affects any Person’s experience; 

 

(5) post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available, through or in connection with the Site:

 

  • anything that is or may be: threatening, harassing, degrading, hateful or intimidating; defamatory; fraudulent or tortuous; obscene, indecent, pornographic or otherwise objectionable; or, protected by copyright, trademark, trade secret, right of publicity or other proprietary right, without the express prior written consent of the owner of that right;

  • any material: that encourages conduct or could otherwise give rise to criminal or civil liability; that contains or promotes violence, drug use, illegal gambling or other criminal activity; or, that encourages or provides instructional information about illegal activities or activities such as but not limited to "hacking," "cracking," or "phreaking”;

  • any virus, worm, Trojan Horse, Easter egg, time bomb, spyware, malware or other computer code, file, or program that is harmful or invasive to the Site, used to monitor the use of the Site or any hardware, software or equipment, or which may or is intended to damage or hijack the operation of the Site; 

  • except as expressly provided in these Terms of Use, any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme", investment opportunity, or any other form of solicitation;

  • any material, non-public information about a Person without the proper written authorization to do so;

 

(6) use the Materials for any fraudulent or unlawful purpose including but not limited to, misleading any Site user on or though the Site, further including but not limited to, any document or other content you post, or generate using the Materials, or illegally avoiding U.S. federal, state or local tax penalties;

 

(7) use the Materials to defame, abuse, harass, stalk, threaten or otherwise violate any legal or other rights EKN of another Person including without limitation, another Person’s privacy rights or rights of publicity, or to harvest or collect “Person Information” (as defined in our Privacy Policy (portal.tunedge.com/privacy-policy) about a Person’s use of the Site;

(8) impersonate any Person including but not limited to, any designee of ours, falsely state or otherwise misrepresent your affiliation with any Person in connection with the Site, or express or imply that we endorse any statement or post EKN you make;

 

(9) interfere with or disrupt the operation of the Materials or the servers or networks used to make the Materials available; or violate any requirements, procedures, policies or regulations EKN of those networks;

 

(10) use the Materials for any business purpose except the Purpose, without our prior written consent, which we can withhold in our sole subjective discretion (“Approval” or “Approved”); 

 

(11) remove any copyright, trademark, or other proprietary rights notice EKN from the Materials or any other materials originating from or accessible through the Site;

 

(12) frame, model or mirror any part of the Site;

 

(13) create a database, except as authorized by these Terms of Use;

 

(14) use any robot, spider, search/retrieval application or other manual or automatic device EKN to retrieve, index, "scrape," "data mine", or except as otherwise expressly provided in these Terms of Use, in any way gather any Materials or other materials available on or through the Site, or reproduce or circumvent the navigational structure or presentation of any materials available on or through the Site.

 

(d) We have the irrevocable right in our sole subjective discretion (“Discretion”), at any time and from time to time, temporarily or permanently, in whole or in part, to modify or discontinue the Materials, with or without notice and/or offer opportunities to some or all Persons using the Materials. Neither Tunedge nor any of our respective sponsors, vendors, licensors, or licensees is liable to you or to any third party for any modification, suspension, or discontinuance of the Materials, or of any service, content, feature, or product offered on or through the Site.

 

(e) To ensure that we provide a high-quality experience for you and for other users of the Materials, we or our representatives may access your Account (defined in paragraph 10 below) and records on a case-by-case basis, without notice to you unless required by applicable law, to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Materials. This right includes but is not limited to, the right to terminate your Account or your access to the Site immediately, without liability to you EKN, if we believe that you have violated any of the Terms of Use, furnished us with false or misleading information, or interfered with use of the Materials by others.

(f) We have a strict, zero-tolerance policy regarding any violations of this paragraph 2, all of which are prohibited

3. Hardware.  You are solely responsible for obtaining and maintaining all telecommunications, broadband, computer and mobile hardware, equipment, and services needed to access and use the Materials and any other materials available on or through the Site, and paying all charges related to them.

4. Intellectual Property.  Tunedge also owns and/or controls from inception in perpetuity all and all rights, titles and interests EKN regarding our trademarks, trade names, look and feel, brands and trade dress (which along with all associated logos and images are individually and collectively now referred to for convenience in these Terms of Use as “Trademarks”) including be not limited to, those on the Site. All Trademarks are registered, pending registration and/or common law trademarks of Tunedge or third parties, and are protected by U.S. and international laws and treaties. You don’t acquire any right, title, or interest EKN in any Trademarks by virtue of accessing or making any uses of the Site and/or Materials. Any unauthorized use of the Site and/Materials may violate U.S. and/or international trademark and/or other laws, treaties and regulations, is prohibited and without limitation, a violation of these Terms of Use. We will aggressively enforce our copyrights, Trademarks, patents, and other intellectual property and allied rights EKN (individually and collectively “IP”) to the fullest extent of the law including but not limited to, criminal prosecution and all other Remedies.

(a) Zero Tolerance. We have a strict, zero-tolerance policy regarding unauthorized use of the IP, which is prohibited. We consider use of our IP in page text, metatags, metatag keywords, and/or hidden text to be IP infringement and/or unfair competition.

5. User Information. Other than “Personal Information”, which is defined in and subject to our Privacy Policy (portal.tunedge.com/privacy-policy), any material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments and other communication EKN you transmit or post to the Site in any manner EKN including but not limited to, for the Purpose, as well as those submitted through services connected through the Site, including but not limited to, social media, and performing rights societies, production companies, TV and online networks (individually and collectively, in whole and in part now referred to for convenience as "User Communications") may be visible and accessible to other Site users. Notwithstanding anything to the contrary in these Terms of Use, if you choose to make any of your Personal Information, User Communications, or anything else publicly available in any form or forum or otherwise on or through the Site, YOU DO SO AT YOUR SOLE RISK.  

(a) You represent, warrant, and covenant (“Warranty” or “Warrant”): that you have the authority to submit all User Communications, Masters and Compositions; that no User Communications, Masters or Compositions will violate or infringe any rights EKN of any Person; that all User Communications will be true, accurate, and complete; and, that you will maintain and update User Communications as needed, such that it remains true, accurate, and complete.  

(b) Notwithstanding anything to the contrary in these Terms of Use, we have the irrevocable right, but are not obligated to, monitor or review any User Communications, Masters and/or Compositions, and have the irrevocable right to remove User Communications, Masters and/or Compositions in our Discretion. We have no obligation to return, review, or respond to any User Communications. We have no liability EKN related to the content of any User Communications, whether or not arising under any U.S. and/or international laws or treaties EKN. 

(c) You grant us a perpetual, irrevocable, and worldwide gratis license to us and our Affiliates (defined in Section 15 below) to use your User Content in connection with the operation of the Site including but not limited to, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. We may publish or otherwise disclose your name in connection with your User Content in our Discretion. By posting User Content on the Site, you Warrant that you own the rights to the User Content or are otherwise authorized to post, display, perform, transmit, or otherwise distribute User Content. We have the irrevocable right but not the obligation to monitor, edit, remove and/or block any activity or User Content in our Discretion. 

6. Content. We don’t endorse, support, sanction, encourage, verify, or agree with any comments, opinions, or statements posted on forums, blogs or through User Communications contained on the Site (individually and collectively, in whole and in part for convenience "Content"). Any Content placed or made available by you on or through the Site including but not limited to, advice, opinions, requests, and statements, are solely the views and responsibility of those who post the Content, and don’t necessarily represent our views.

7. Accuracy of Information. We attempt to ensure that the Services on the Site (with the exceptions of User Information, Masters, Compositions, and any Content made available by third parties) are complete, accurate, and current. Despite our efforts, the Services may occasionally be inaccurate, incomplete, or out of date. Please bring to our attention any information you believe is inaccurate, incomplete, or out of date by contacting us at musicportal@tunedge.com, along with a detailed explanation of your beliefs of inaccuracies. We make no Warranty EKN as to the completeness, accuracy, or current nature of the Services or any other information on the Site, and Tunedge makes no commitment or assumes any duty to update that information.  

8. Linking to the Site. Other than in connection to the Purpose, you aren’t allowed to maintain any link from another site or app to any page on the Site without our Approval. You also aren’t allowed to run or display the Site, or any information or material displayed on or accessible via the Site, in frames or through similar means on another site or app without our Approval. Any links to the Site we do Approve must comply will all applicable laws, rules and regulations EKN, which is your sole responsibility and liability. 

9. Third Party Links. Periodically, links may be established from the Site to one or more external websites, apps, or resources operated by third parties including but not limited to, performing rights societies, production companies, TV and online networks ("Third Party Sites"). These links are provided only for convenience. In addition, certain Third Party Sites also may, with our Approval, provide links to the Site. None of these links imply that we endorse any Third Party Sites or any content on or through them. We don’t control and are not responsible or liable for any Third Party Sites or any content, advertising, products or other materials EKN on or available through Third Party Sites. Access to any Third Party Sites, and use and/or interaction with any Persons or content available on or through any Third Party Site is AT YOUR OWN, SOLE RISK, and we have no liability EKN arising out of or related to Third Party Sites and/or their content or for any damages or loss EKN caused or alleged to be caused by or in connection with any Third Party Site.

10. Your Account. You will need to create a customer account to be able to access and use the Site (“Account”). If you do, you’ll have to provide your name, physical address, an email address, current valid phone number, password, photo, musical experience, instruments played, birthday, education, your social media site URLs, composing genres, your performing rights society affiliation/s, Masters and Compositions ownership/control percentages, and studio/recording equipment. To protect your Account, you should choose a password different than names, birthdays, or street addresses associated with you. You may also want to choose a password different that the ones you use for other websites and apps, and change them periodically. You’re solely responsible for keeping all the information in your Account completely and currently accurate, as well as maintaining the confidentiality of your Account and password, and for restricting access to your computer(s) and other devices from which you access your Account. You’re also solely responsible for any and all activities EKN that occur under your Account or password.

11. Warranty Disclaimers. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, ALL INFORMATION, PRODUCTS, MATERIALS, AND SERVICES EKN PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" AND ‘AS AVAILABLE”, WITHOUT ANY WARRANTIES EKN. WE EXPRESSLY DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES EKN TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THESE INCLUDE BUT AREN’T LIMITED TO: WARRANTIES OF MERCHANTABILITY, USE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, TITLE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED SITE ACCESS, FAILURE TO STORE ANY OF YOUR DATA, COMMUNICATIONS, OR PERSONALIZED SETTINGS; WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; WARRANTIES TO THOSE DEFINED AS "CONSUMERS" IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT; AND, WARRANTIES RELATING TO THE ACCURACY, COMPLETENESS, LEGALITY, OR USEFULNESS OF ANY INFORMATION OR DATA AVAILABLE ON OR THROUGH THE SITE.

(a) ANY THIRD PARTY INFORMATION, DATA, PRODUCTS, AND SERVICES USED OR PURCHASED ON OR THROUGH THE SITES ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THESE THIRD PARTIES AND/OR THEIR RESPECTIVE SUPPLIERS, IF ANY. IN THE EVENT OF ANY PROBLEM WITH ANY THIRD PARTY INFORMATION, DATA, PRODUCTS AND/OR SERVICES THAT WAS ACCESSED ON OR THROUGH THE SITE, YOUR SOLE REMEDIES, IF ANY, ARE FROM THE THIRD PARTY SITES AND/OR THEIR APPLICABLE SUPPLIERS, IN ACCORDANCE WITH THEIR RESPECTIVE WARRANTIES, IF ANY. WE’RE NOT RESPONSIBLE FOR ANY DAMAGES EKN TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THAT YOU MAY SUFFER WITH RESPECT TO THIRD PARTY SITES.

(b) THE LIMITATIONS IN THIS PARAGRAPH 11 DON’T APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

12. Limitations of Liability. We are not responsible or will not be liable for any damages EKN from any viruses that may infect your computers, handheld or other devices, telecommunication equipment, or any other property EKN, caused by or arising from your access to, use of, or browsing the Site. IN NO EVENT WILL WE, ANY OF OUR RESPECTIVE DESIGNEES, OR ANY PARTY INVOLVED IN THE CREATION OR PRODUCTION OF THE MATERIALS, OR TRANSMISSION OF THE SITE, MASTERS, AND/OR COMPOSITIONS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES EKN INCLUDING BUT NOT LIMITED TO, ANY ATTORNEYS FEES AND COSTS, ANY LIABILITY IN CONNECTION WITH YOUR PROVISION OF YOUR ACCOUNT INFORMATION, MASTERS AND/OR COMPOSITIONS, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE MATERIALS INCLUDING BUT NOT LIMITED TO, TAXING OR OTHER GOVERNMENTAL AUTHORITY AUDIT, PENALTY AND/OR INTEREST RISK AND/OR EXPENSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY EKN, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL OUR LIABILITY FOR ANY CLAIM (as defined in paragraph 15 below), WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY EKN, EXCEED THE TOTAL AMOUNT OF “GROSS MONIES” YOU HAVE RECEIVED SOLELY AS A RESULT OF OUR “EXPLOITATION” OF YOUR “MUSIC” (AS THESE THREE QUOTED TERMS ARE DEFINED IN YOUR COMPOSER AGREEMENT WITH US). WE HAVE SET THE PERCENTAGE OF YOUR GROSS MONIES FROM EXPLOITATION OF MUSIC BASED ON THESE LIMITATIONS AND THEY FORM A MATERIAL PORTION OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE FOREGOING LIMITATIONS SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED FOR ITS ESSENTIAL PURPOSE. 

(a) IN THE EVENT OF ANY PROBLEM WITH THE SITE OR ANY CONTENT ON OR AVAILABLE THROUGH IT, YOUR SOLE REMEDY IS TO CEASE USING THE SITE. THE LIMITATIONS IN THIS PARAGRAPH 12 DON’T APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

13. The “Purpose”.  The Site is only a portal where one can submit Compositions and Masters they want us to consider for Exploitation, and for related social media activities. (individually and collectively now referred to for convenience as the “Purpose”). The Purpose may or may not be specific to your particular situation. You can get incorrect or inaccurate results from your use of the Site due to human error (an example of which is incomplete or inaccurate data input), mechanical error, extreme or incompatible combinations of input variables, or other factors.

14. Revisions to these Terms of Use. These Terms of Use may be revised in our Discretion at any time and from time to time by updating them here. You should visit this page from time to time to review the then-current Terms of Use because they are a legally binding contract between you and us. You can tell when these Terms of Use were last updated by the “Effective Date” at the top of these Terms of Use. Certain provisions of these Terms of Use may be superseded by legal notices or terms located on other pages of this Site. Your continued use of the Site after any changes to these Terms of Use are posted is your unconditional acceptance of all of those changes. 

15. Indemnification.  You have a duty to fully and effectively indemnify and hold Tunedge and each of Tunedge’s former, present and future officers, directors, shareholders, agents, designees, employees, assignees, successors, independent contractors, assigns, administrators, principals, parents, subsidiaries, affiliates, divisions, partners, co-ventures, members and attorneys (“Affiliate(s)”) harmless, on demand, to the broadest extent allowed by law, at your sole cost and expense, from and against any and all third party and other claims, liabilities, suits, losses, demands, actions, causes of action, notices, proceedings, disputes, costs, expenses, and encumbrances, EKN including but not limited to, actual attorneys and accountancy fees and all costs EKN, in any manner related to them in whole and in part (individually and collectively now referred to for convenience as “Claim(s)”) occasioned by or arising out of any actual, alleged, or anticipated breach or default by you (individually and collectively referred to for convenience as “Breach”) of these Terms of Use, or by your use of anything available on or through the Site. In the event of a Claim, we will give you notice of it and you have a duty to immediately undertake at your sole cost and expense our legal representation related to that Claim, with competent, experienced counsel subject to our Approval. You also have a duty to immediately upon demand reimburse us for any payment EKN made by or on behalf of us any time after the Effective Date with respect to any Claim to which the foregoing indemnity relates.  

16. Choice of Law; Jurisdiction. These Terms of Use are governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California, regardless of California’s or any other state’s or jurisdiction’s conflict of law rules. In the event that any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be contrary to law, they’re severed from these Terms of Use and all remaining provisions continue in full force and effect. 

(a) Any and all Claims between you and us arising out of, connected with, or related to these Terms of Use including without limitation, those relating to the arbitrability of these Terms of Use and the enforceability of this arbitration provision, will be brought for exclusive adjudication in our Discretion either: in the Federal or State Courts located in Los Angeles County, California, or for binding arbitration before a sole arbitrator by JAMS or another alternative dispute resolution entity of our Discretion (“AE”) located in Los Angeles County, California, subject to the rules of that AE as of the date of that Claim’s submission to that AE, and further subject to the California Code of Civil Procedure sections relating to arbitration or alternative dispute resolution, as applicable. If submitted to an AE, you and we will each choose an arbitrator from the AE’s list within thirty (30) days after submission of the Claim to the AE.  The two (2) chosen arbitrators will then together choose the sole arbitrator as soon thereafter as practicable. Should either you or we fail to choose an arbitrator within the thirty (30) days, then the other party has the sole right to choose the sole arbitrator. Judgment upon any award by the arbitrator may in our Discretion be entered in any California court having jurisdiction of it. This arbitration provision remains in full force and effect notwithstanding the nature of any Claim or defense to it. You and we both waive any claim that the courts or an AE in Los Angeles County, California doesn’t have jurisdiction or are an inconvenient forum. Any legal process in a Claim may, in addition to personal service, be served by a party as provided for in paragraph 18 below, and has the same force and effect as personal service within California. In the event of any Claim, the prevailing party will be awarded its reasonable attorneys’ fees and all costs from the non-prevailing party. The court or arbitrator, as applicable, will determine who the prevailing party is, whether or not the Claim proceeds to final adjudication. The attorneys' fees award will not be computed in accordance with any court or AE fee schedule, but so as to fully reimburse all attorneys' fees reasonably incurred.   

(b) Nothing in this paragraph 16 is a waiver of any of our Remedies, or precludes us from either instituting a Claim in any jurisdiction or from joining you in a Claim brought by a Person against us in any jurisdiction, although our failure to join you in any Claim in one instance isn’t a waiver of any of our rights with respect to that Claim or any subsequent Claim brought by a Person against us. 

(c) A printed version of the current version of these Terms of Use is admissible in any proceedings based upon or relating to these Terms of Use, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

17.  Intellectual Property Infringement; Digital Millennium Copyright Act Notice for Copyright Infringement.  Tunedge doesn’t permit intellectual property infringing activities on the Site. We may remove in our Discretion any and all Materials, Masters, Compositions, and/or User Communications, if we’re properly informed that any Materials, Masters, Compositions, and/or User Communications infringe a third party’s intellectual property rights including but not limited to, copyright and trademark rights. We can terminate your ability to access or otherwise use the Site or to submit Masters, Compositions, and/or User Materials if, under appropriate circumstances, it’s determined that you are submitting or have submitted any such things that infringe another Person’s copyright or other intellectual property rights. 

(a) If you’re a copyright or trademark owner or an authorized agent for that owner and believe that anything posted on the Site by third parties infringes on your copyrights and/or trademarks, you may notify Tunedge by providing all the following information in writing:

(1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright and/or trademark rights that are allegedly infringed and the month, day, year, city, state, province and/or country where it’s signed;

(2) identification of one or more URL locations where the original or an authorized copy of the infringed work(s) exists;

(3) a description of the infringing activity and identification of the materials that is claimed to be infringing, the email address, website, URL, WHOIS data, and any other information where the claimed infringement is taking place, reasonably sufficient to allow us to locate it;

(4) even if you believe we already have it, information reasonably sufficient to permit us to contact you, such as your name, mailing address, telephone number and if available, an email address;

(5) a statement that you have a good faith belief that use of the claimed infringing material in the manner you complain of is not authorized by the copyright or trademark owner, its agent or the law; 

(6) a statement that you have considered whether the claimed infringing  materials constitute a “fair use” under federal copyright or trademark law, as applicable, before sending this takedown notification; 

(7) a statement that you swear under penalty of perjury that the information in your notification is accurate, and that you are either the owner of or authorized to act on behalf of the owner of, an exclusive copyright right that is allegedly infringed; and,

(8) true and correct copies of the claimed infringed copyright and/or trademark registration certificate(s).

Our agent for notice of claims of copyright and trademark infringement can be reached as follows:

By Mail: Tunedge Music Portal

4804 Laurel Canyon Blvd. #808

Valley Village, CA. 91607

United States of America

 

Email: musicportal@tunedge.com 

If you fail to comply with all of the requirements above, your notice may not be valid.

A notice to us of alleged infringement of any other type of intellectual property should be done as above.

18. Notices To You.  Notices to you may be made via posting to the Site by providing links to such notices, by email, text, by messenger or by other confirmed delivery service (for example, Federal Express or UPS) (“Delivery Service”), in our Discretion (in the latter three situations, via your most recent address that we have on file). Posted notices are effective on posting. Notices emailed, texted or sent to you by Delivery Service are effective on the date of your receipt, provided that we receive written or printed confirmation of your successful receipt. 

19. Entire Agreement; Miscellaneous, But Important Too.  These Terms of Use are the entire agreement between you and us regarding your use of the Site and supersedes any prior agreement, whether written or oral, express or implied, relating to the subject matter of these Terms of Use (with the exception of your Composer Agreement with us). No waiver, modification, or amendment of these Terms of Use is effective against us unless made by us, or in writing and physically signed (not virtually or e-signed) by an authorized representative of us. We don’t waive any power or right under these Terms of Use or otherwise, even if we don’t always insist on strict compliance with them, or if we delay or fail to exercise any power or right EKN given to us in these Terms of Use or otherwise. All our rights and Remedies are cumulative and not exclusive of any other rights or Remedies EKN. In the event that any provisions of these Terms of Use are held invalid or unenforceable by a tribunal of competent jurisdiction, the remaining provisions continue in full force and effect. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our Approval. These Terms of Use are binding on you and your executors, heirs, successors and Approved assigns. All paragraph headings in these Terms of Use are for convenience only and don’t define or explain any section or provision.  

Should you have any questions concerning these Terms of Use, want to cancel your subscription or if you want to contact Tunedge for any reason not provided for above,

please write to Tunedge:

 

Tunedge Inc

4804 Laurel Canyon Blvd. #808

Valley Village, CA. 91607

United States of America

 

or email us at musicportal@tunedge.com.

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