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Terms Of Service

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Terms Of Service

Last Updated (2/12/12)

1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to HXCMusic Media Network®, an online music subscription service that allows you to discover, play and download music from your web browser, in a desktop application and on your compatible mobile devices. HXCMusic Media Network’s website is located at HXCMusic.com (the “HXCMusic Media Network Site”). We refer to the HXCMusic Media Network Site and the software applications made available by HXCMusic Media Network as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “HXCMusic Media Network Service”). These Terms of Service (“Terms of Service”) set forth a binding agreement between you and HXCMusic Media Network governing your use of the HXCMusic Media Network Service. These Terms of Service act as the end user license agreement (or “EULA”) governing your use of the desktop and mobile Service Applications. In these Terms of Service, “HXCMusic Media Network” means either HXCMusic Media Network, Inc., a Delaware corporation, with its principal business address at 1550 Bryant Street, Ste. 220, San Francisco, CA 94103 (if you are using the HXCMusic Media Network Service in the United States, Canada, Australia, New Zealand or other countries outside the European Union), or HXCMusic Media Network S.à.r.l., a company organized under the laws of Luxembourg, with its registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Luxembourg Trade and Company Register, Section B, under number 157.928 (if you are using the HXCMusic Media Network Service in Germany or other countries within the European Union). Please read these Terms of Service carefully. By using any of the HXCMusic Media Network Service, or by creating a user account, you signify your acceptance of these Terms of Service, as they may be amended by HXCMusic Media Network from time to time in its sole discretion. You may only use the HXCMusic Media Network Service and/or open an account if your acceptance of these Terms of Service is not prohibited by applicable law. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. If you do not agree to these Terms of Service, then you must cease using the HXCMusic Media Network Service. THESE TERMS OF SERVICE ARE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA. SEE SECTION 23.

2. PAYMENT TERMS

Please refer to our Payment Terms for the payment terms, conditions and policies applicable to the subscription services, music downloads and other paid services made available through the HXCMusic Media Network Service. By subscribing for, ordering and/or purchasing any subscription, music download or other paid services, you agree to be bound by and accept the Payment Terms. The Payment Terms are subject to change without prior notice at any time, at HXCMusic Media Network’s sole discretion. You should review the Payment Terms each time you subscribe for, order and/or purchase any subscription, music download or other paid services offered by HXCMusic Media Network. HXCMusic Media Network’s subscriptions, music downloads and other paid services are made available through the HXCMusic Media Network Service, and are accordingly also subject to these Terms of Service. The Payment Terms are incorporated into these Terms of Service by this reference.

3. HXCMusic Media Network SERVICE

3.1 Streaming

Paid Subscription-based Streaming HXCMusic Media Network’s paid subscription service provides for full-length streaming of songs across any platform on which HXCMusic Media Network makes the HXCMusic Media Network Service available (i.e., on or through any of the Service Applications), depending on your subscription tier. Subscribers to HXCMusic Media Network’s “Unlimited” subscription tier will also have an offline option to select songs to play back on their compatible mobile devices (when synced), even when there is no Internet or mobile connection available. Free Subscription-based Streaming HXCMusic Media Network’s free subscription tier provides for free full-length streaming of songs on the HXCMusic Media Network Site and on HXCMusic Media Network’s web and desktop Service Applications for a limited number of songs each subscription period (which is a period of thirty days). This subscription tier cannot be accessed on or through any mobile Service Application. Access periods (number of songs) on the free subscription tier are limited, and will decrease over a series of months. You may not be advised as to the exact number of songs you have remaining in a given month, but HXCMusic Media Network will provide a meter for you to generally understand how much access is available. After a period of time, you will need to subscribe to a paid subscription tier. At the expiration of any access period (whether during a given thirty day period or after the end of the term of any subscription), you will continue to have access to the HXCMusic Media Network Site and web and desktop Service Applications, and will be able to listen to 30-second clips of songs. If the subscription tier has not expired, full access will re-start at the beginning of the next subscription period, and again be available for a limited number of songs in that period. Mobile Streaming You will be able to access aspects of the HXCMusic Media Network Service on compatible mobile devices (through an applicable mobile Service Application) depending on your subscription tier. An Internet enabled mobile device on which you have downloaded the applicable mobile Service Application is required. Standard data and usage charges instituted by your mobile carrier may apply (and are not included in any subscription fee paid to HXCMusic Media Network) and, accordingly, you should check with your mobile carrier regarding the terms of your individual data or usage plan. As an HXCMusic Media Network subscriber, you will be able to access HXCMusic Media Network’s catalog of songs no matter where you travel, provided, however, the songs available to you in any particular territory will depend upon the rights HXCMusic Media Network obtains with respect to that territory. Notwithstanding this, those songs that you are permitted to retain on your compatible mobile device may be played no matter what the territory for so long as you remain an HXCMusic Media Network subscriber and the HXCMusic Media Network mobile Service Application can communicate with HXCMusic Media Network’s servers every 30 days.

3.2 Downloads

Music downloads are accomplished through HXCMusic Media Network’s desktop Service Application. Music downloads are sold in a DRM-free MP3 format, at the bit rate indicated at purchase. Accordingly, HXCMusic Media Network will not limit the number of times music downloads purchased through HXCMusic Media Network can be copied, transferred or burned (though your own use will always be subject to all applicable laws, rules and regulations, and the rights of copyright owners and HXCMusic Media Network reserves the right to suspend or terminate your access to purchased titles at any time without notice if required to do so by a relevant copyright owner for good reason). HXCMusic Media Network and/or its content licensors may include digital watermarks (embedded bits of information in addition to the sound file) in any music downloads that add sales information to each digital file such as (but not limited to) the fact that the file was purchased from HXCMusic Media Network, the date and time of purchase, or information about the song (title, artist, etc.). HXCMusic Media Network will not include any information personally connected to you in any such digital watermark. Users should keep in mind that HXCMusic Media Network respects the rights of copyright owners, and in particular, its content licensors, and discourages and opposes all forms of content piracy. Therefore, while music downloads have no limitations, users are still obligated to be mindful of and follow applicable laws, rules and regulations, and the rights of copyright owners. In connection with any music download, the purchaser is only entitled to one copy of any purchased song. Accordingly, HXCMusic Media Network encourages you to back up your music files. You can transfer your music downloads to any compatible device. Sales of music downloads owned by Sony Music Entertainment (“SME”) are made to users directly by SME, with HXCMusic Media Network acting as agent on SME’s behalf. Some of the benefits of the HXCMusic Media Network Service, such as listing and displaying your music collection to other users of the HXCMusic Media Network Service, require the desktop Service Application to, at your request, read your music libraries. When you determine to allow HXCMusic Media Network to read your music libraries, you grant permission for the desktop Service Application to conduct a review of your music libraries on the hard drive of your computer and to communicate information, including, without limitation, your music library information, to HXCMusic Media Network’s servers.

3.3 Availability

The HXCMusic Media Network Service is intended to provide full-length streaming of HXCMusic Media Network’s entire catalog, and depending on your subscription tier, the ability to select songs for playback offline. You understand and acknowledge, however, that your ability to access songs will depend on you having all necessary equipment and telecommunications systems required and that there may be instances where our rights to songs are limited by our licensors (i.e., some songs may be available for download only, and not streaming), in which event, your access to those songs would be limited.

4. ABUSE POLICY

HXCMusic Media Network reserves the right to manage the HXCMusic Media Network Service in a manner that it believes best benefits its users and best enables it to maintain the HXCMusic Media Network Service. The HXCMusic Media Network Service is for your own personal, non-commercial use, and accordingly, HXCMusic Media Network has determined that its ability to provide the HXCMusic Media Network Service is disrupted when users stream an abnormally high number of songs in a short amount of time, or otherwise stream songs in a manner that is not consistent with normal, personal use (even if those activities technically comply with the specific terms of any free or paid offering). Thus, HXCMusic Media Network reserves the right to discontinue any portion or all of the HXCMusic Media Network Service, or to terminate or suspend the account of any person, that, in HXCMusic Media Network’s experience and sole determination, cause or result in disruptive usage patterns or, with respect to individual account holders, otherwise use the HXCMusic Media Network Service in a manner that is not consistent with normal, personal use. For example, you should not share your HXCMusic Media Network account with anyone, use HXCMusic Media Network as a radio station or jukebox in your commercial establishment (regardless of the type of establishment) or other public space, or have a software application use the HXCMusic Media Network Service for you for any purpose (unless otherwise permitted by HXCMusic Media Network).

5. PROPRIETARY RIGHTS

You acknowledge and agree that HXCMusic Media Network, and its licensors, retain all right, title and interest in and to all data and information (excluding data and information that you provide), content and materials provided on or through the HXCMusic Media Network Service (including, without limitation, the musical compositions, audiovisual works, editorial and contextual information (about artists and songs), text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the HXCMusic Media Network Service, the compilation of all content and materials on the HXCMusic Media Network Service, and the business process, procedures, methods and techniques used in the HXCMusic Media Network Service) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world. HXCMusic Media Network®, the HXCMusic Media Network logo and the HXCMusic Media Network “button” logo are the common law and/or registered trademarks of HXCMusic Media Network, Inc., and all other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the HXCMusic Media Network Service (including, without limitation, as displayed on or through any of the Service Applications) are the property of HXCMusic Media Network, Inc. HXCMusic Media Network’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages HXCMusic Media Network. All rights are expressly reserved. All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Service Applications and through the HXCMusic Media Network Service are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to HXCMusic Media Network to enforce any of your rights in relation thereto.

6. OUTSIDE DATA

Certain portions of the Content available on or through the HXCMusic Media Network Service comprise third-party proprietary data provided by Last.fm, purevolume.com, and/or YouTube. This Data is the property of there company. You may not modify, copy, scan or use any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the Rovi Data. You may not use the Rovi Data except for your own personal, non-commercial use.

7. LIMITED LICENSE

HXCMusic Media Network grants you a limited, non-exclusive and non-assignable license to access and use the HXCMusic Media Network Service for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. HXCMusic Media Network may make certain software, including, without limitation, the Service Applications, available to you through your use of the HXCMusic Media Network Service. The Service Applications are deemed licensed to you by HXCMusic Media Network under a non-exclusive, non-assignable license for your personal, non-commercial, use only, and your use of such Service Applications is subject to these Terms of Service. With respect to any mobile Service Application, this license is limited to the right to use the applicable mobile Service Application solely on a device that you own or control and as permitted by any usage rules made available from time to time by the applicable provider of a mobile application platform. HXCMusic Media Network does not transfer, and, as between you and HXCMusic Media Network, retains all title to and ownership of the Service Applications and all intellectual property rights in the Service Applications. You may not take any action to jeopardize, limit or interfere with HXCMusic Media Network's ownership of and rights with respect to the Service Applications. You acknowledge that any unauthorized copying or unauthorized use of the Service Applications is a violation of these Terms of Service and is strictly prohibited. Additionally, you may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the HXCMusic Media Network Service, (ii) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the HXCMusic Media Network Service without HXCMusic Media Network’s prior written consent, (iii) make any commercial use or any derivative use of any of the HXCMusic Media Network Service or any of the content, materials or individual elements provided on or through the HXCMusic Media Network Service, (iv) frame or utilize framing techniques to enclose any content, materials or individual elements provided on or through the HXCMusic Media Network Service without HXCMusic Media Network’s prior written consent, (v) use any circumvention tools or any metatags or other hidden text utilizing HXCMusic Media Network’s name, trademark, URL or the name of any of the HXCMusic Media Network Service without HXCMusic Media Network’s prior written consent, or (vi) disassemble, decompile or reverse engineer the Software or any other materials made available on or through the HXCMusic Media Network Service or used to provide any of the HXCMusic Media Network Service. The owners of entertainment Content made available through the HXCMusic Media Network Service (including principals, where HXCMusic Media Network is acting as sales agent) are intended third-party beneficiaries of these Terms of Service and will have the right to enforce these Terms of Service against you and invoke all rights hereunder including limitations of liability. HXCMusic Media Network, as a reseller to you, does not accept orders from music dealers, exporters, wholesalers, any businesses of any kind or other customers who intend to resell. The delivery of a product or Content does not transfer to you any commercial or promotional use rights in the product or Content.

8. ACCOUNTS AND SECURITY

To access the Service Applications or use certain aspects of the HXCMusic Media Network Service, you will be directed to create a user account by providing certain information about yourself, or to create new, or to use existing, Facebook log-in details. As part of HXCMusic Media Network’s stand-alone registration process, you will be asked to submit, among other things, your email address and to select a password. You agree that all information you provide to HXCMusic Media Network for purposes of creating an account (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account. By utilizing your Facebook log-in details to log into the HXCMusic Media Network Service (including on or through any of the Service Applications), you expressly authorize HXCMusic Media Network to receive certain of your information that is available on or through your Facebook account, including, without limitation, your profile information, friends names, your photos, privacy settings and certain other information that will be disclosed to you (and authorized by you) during the log-in process; and you also authorize HXCMusic Media Network to generate and publish on your Facebook news feed actions you take on the HXCMusic Media Network Service, and to allow you to interact with your Facebook friends on the HXCMusic Media Network Service. You agree to allow Facebook to receive information concerning the actions you take on the HXCMusic Media Network Service. In the event you no longer want the HXCMusic Media Network Service to publish your HXCMusic Media Network activity on your Facebook news feed, or want to otherwise limit the ways in which the HXCMusic Media Network Service interacts with your Facebook account, you can always disable aspects of this feature by changing your application settings in Facebook. Facebook is made available by Facebook, Inc. Without limiting the above, by submitting your information through the Service Applications, and/or by utilizing Facebook log-in details to log-in to the HXCMusic Media Network Service, you grant HXCMusic Media Network a perpetual, royalty-free, non-exclusive license to use, reproduce, transmit, and display the information obtained from Facebook and any Registration Information in connection with HXCMusic Media Network’s operation of the Service Applications and/or performance of the HXCMusic Media Network Service. You will (i) promptly update your Registration Information to keep it true, accurate, current and complete, (ii) maintain the confidentiality of your log-in credentials, and (iii) properly exit from your account at the end of each session. You will not (a) select or use the Facebook account or email address of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address that is profane, offensive or otherwise inappropriate, or (d) allow any other party to use your account and/or password. You agree to notify HXCMusic Media Network immediately of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your user name or password or Facebook log-in details. You understand and agree that you will be liable for all activities that occur under any account created for your use, even if such activities were not committed by you. HXCMusic Media Network is not responsible for any loss or damage as a result of some one else using your account or password with or without your knowledge.

9. PRIVACY

HXCMusic Media Network is committed to respecting your privacy rights. All information about you including your Registration Information, any information obtained by HXCMusic Media Network as a result of your Facebook log-in, and any information stored or transmitted in any way on the Service Applications or through the use of the HXCMusic Media Network Service is subject to HXCMusic Media Network’s Privacy Policy, which can be found here. HXCMusic Media Network’s Privacy Policy is incorporated into these Terms of Service by this reference. Your activities on Facebook are covered by the Facebook privacy policy and other terms of use.

10. CONTENT PROVIDED BY YOU

You understand that all data, information, text, images, software, sounds, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, on the Service Applications or through the use of any of the HXCMusic Media Network Service, are the sole responsibility of the person posting or transmitting such Content. You, and not HXCMusic Media Network, are entirely responsible for all Content that you upload, post, email, transmit, distribute or otherwise make available on the Service Applications or through the use of any of the HXCMusic Media Network Service or that is provided or transmitted through your account. You acknowledge that you will have the burden of proving that any such Content does not violate any laws or infringe any third party rights. HXCMusic Media Network does not control user-generated Content posted on or through the Service Applications or transmitted through the use of any of the HXCMusic Media Network Service and, as such, does not guarantee the accuracy, reliability or quality of such Content. You understand that by using the Service Applications or using any of the HXCMusic Media Network Service, you may be exposed to user-generated Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will HXCMusic Media Network be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any user-generated Content, or any loss or damage of any kind incurred as a result of the use of any user-generated Content posted, emailed, transmitted or otherwise made available on or through the Service Applications or through the use of any of the HXCMusic Media Network Service. You agree that HXCMusic Media Network may, in its sole discretion, refuse to post, store or transmit any Content submitted by you and may move, remove, edit or modify any such Content for any reason at any time. You acknowledge, consent and agree that HXCMusic Media Network may access, preserve and disclose account information and/or Content that you provide if HXCMusic Media Network is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Service, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of HXCMusic Media Network, its employees, partners and agents or members of the public. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the HXCMusic Media Network Service, you grant HXCMusic Media Network and its affiliates, successors and assigns, a perpetual, irrevocable royalty-free, worldwide, non-exclusive license to use, reproduce, distribute, transmit, display, publicly perform, edit, translate and reformat such Content in connection with the operation of the Service Applications and/or performance of the HXCMusic Media Network Service for you by HXCMusic Media Network or any of its affiliates, successors, assigns or agents. You will not be compensated for any Content that you provide. You agree that HXCMusic Media Network may publish or otherwise disclose your name in connection with your Content. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the HXCMusic Media Network Service, you represent and warrant that you own the rights in such Content or are otherwise authorized to post, display, perform, transmit or distribute the Content.

11. USE OF THE HXCMusic Media Network SERVICE

You will comply with all applicable laws, statutes, ordinances and regulations in your use of the HXCMusic Media Network Service. HXCMusic Media Network may immediately terminate your account, or suspend access to your account, in its sole discretion and without notice, for conduct that HXCMusic Media Network reasonably believes is: (i) illegal, fraudulent, harassing or abusive, (ii) a violation of these Terms of Service or any other policies or guidelines posted on or through the Service Applications, or (iii) harmful to other users, third parties, or HXCMusic Media Network’s business. Use of your account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice. In addition, HXCMusic Media Network may terminate your account if you file any claim against HXCMusic Media Network, or any claim which in any way involves HXCMusic Media Network. Upon HXCMusic Media Network’s termination of your account for any of the forgoing reasons, (a) you may not establish a new account for a period of one (1) year from the date of termination, (b) HXCMusic Media Network will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your account. You agree not to: upload, post, email, transmit, display on or through the Service Applications or make available through the use of any of the HXCMusic Media Network Service: (a) any Content that is fraudulent, misleading, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, profane, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law, regulation or standard of conduct, (b) any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (c) any Content that infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity or other rights of any other person or entity, (d) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or (e) any material that contains any virus, Trojan horse, worm, time bomb or any other computer code, files or programs designed to damage, interfere with, intercept, misappropriate, gain control over or limit the functionality of any computer, computer network, communications device, communications system, data or personal information; use any of the HXCMusic Media Network Service to (1) harm minors in any way, (2) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, (3) for any commercial purpose or the benefit of any third party or any manner not permitted by these Terms of Service, (4) intentionally or unintentionally violate any applicable local, state, national or international law, or any rule or regulation having the force of law, (5) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization, or (6) stalk or otherwise harass another forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content displayed on or through the Service Applications or transmitted through the use of any of the HXCMusic Media Network Service; remove any proprietary notices from the Service Applications; cause, permit or authorize the modification, creation of derivative works, or translation of any Content displayed on or through the Service Applications or transmitted through the use of any of the HXCMusic Media Network Service without HXCMusic Media Network’s prior written consent; attempt to hack the Service Applications, or to defeat or overcome any encryption technology or security measures implemented by HXCMusic Media Network with respect any of the HXCMusic Media Network Service and/or data transmitted, processed or stored by HXCMusic Media Network; attempt to harvest or collect any information about or regarding other users of any of the HXCMusic Media Network Service, including, but not limited to any personal data or information; engage in web scraping, database scraping or any other activity for the purpose of obtaining Content, data or other information from the Service Applications for any purpose other than the use of the HXCMusic Media Network Service as expressly permitted by these Terms of Service; perform any meta-search or automated queries of the Service Applications or of any of the Content; interfere with or disrupt any of the HXCMusic Media Network Service or servers or networks connected to or operated with any of the HXCMusic Media Network Service, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with any of the HXCMusic Media Network Service; and/or engage in any action or activity in violation of the Abuse Policy, or any other terms, conditions and policies, set forth in these Terms of Service.

12. EXPLICIT CONTENT

Certain music albums available on or through the HXCMusic Media Network Service may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory), or the relevant jurisdictional equivalent. The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All individual songs from such labeled albums will be labeled as "explicit" within the HXCMusic Media Network Service ("Explicit Tracks"). If any of your searches on the HXCMusic Media Network Service return Explicit Tracks, they will be identified as such in the search results area. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. HXCMusic Media Network will have no liability or responsibility to you for any content or materials, including Explicit Tracks, that may be available in connection with the HXCMusic Media Network Service that you might find to be offensive, indecent or objectionable.

13. LINKS TO OTHER WEBSITES

The Service Applications may contain links to other websites, applications and resources. HXCMusic Media Network provides these links merely as a convenience and the inclusion of any link does not constitute or imply any affiliation, endorsement or sponsorship by HXCMusic Media Network of such websites or any content contained therein. HXCMusic Media Network makes no guarantees about the accuracy, content or quality of the information provided by such websites and HXCMusic Media Network assumes no responsibility for misleading, objectionable or inaccurate information that may be obtained from such websites. You acknowledge and agree that HXCMusic Media Network is not responsible or liable in any way for any content, advertising, services or goods on or made available from such websites, applications or resources.

14. WARRANTY DISCLAIMERS

You understand that the processing and transmission of communications relating to the use of any of the HXCMusic Media Network Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that HXCMusic Media Network will not be responsible or liable for the timeliness, deletion, mis-delivery or failure to store any data, information or content that you provide for display on or through the Service Applications or for transmission through the use of any of the HXCMusic Media Network Service. Please read the following – it is an important disclaimer: The Service Applications, the HXCMusic Media Network Service and all information and materials provided through the same are provided on an “as is” and “as available” basis without any warranty or condition, express or implied. To the maximum extent permissible under applicable law, HXCMusic Media Network, and each of its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, specifically disclaim all implied warranties including, without limitation, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose and non-infringement. Further, no warranties will be implied by any course of dealing or course of performance. HXCMusic Media Network makes no representation or warranty that (i) the Service Applications or the HXCMusic Media Network Service will meet your expectations or requirements, (ii) the Service Applications or the HXCMusic Media Network Service will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Service Applications or the HXCMusic Media Network Service will be accurate, timely, complete or reliable, (iv) any errors or defects in the Service Applications or the HXCMusic Media Network Service will be corrected, or (v) the Service Applications and the HXCMusic Media Network Service and/or the servers that make the Service Applications and the HXCMusic Media Network Service available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. Operation of the Service Applications and the HXCMusic Media Network Service may be interfered with by numerous factors outside of HXCMusic Media Network’s control including, but not limited to, telecommunications network disruptions. HXCMusic Media Network is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Service Applications or the HXCMusic Media Network Service. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of the HXCMusic Media Network Service remains with you to the maximum extent permissible under law. For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile Service Application or the HXCMusic Media Network Service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of the HXCMusic Media Network Service is to terminate your account and discontinue use of the Service Applications and the HXCMusic Media Network Service.
IMPORTANT if you reside in Germany:
For the avoidance of doubt, HXCMusic Media Network does not disclaim warranties for intentional breach of duty or in case of purchase of software, e.g. purchase of mp3-files or other media files if you reside in or access the HXCMusic Media Network Service from Germany. This warranty disclaimer does not affect HXCMusic Media Network’s liability for damages as set out below.

15. LIMITATION OF LIABILITY

Please read the following – it is an important limitation of HXCMusic Media Network’s liability: To the maximum extent permissible under applicable law, in no event will HXCMusic Media Network or its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, be liable with respect to the Service Applications, your use of the Service Applications or any other materials or services provided to you by HXCMusic Media Network or any other subject matter of these Terms of Service, whether based on contract, tort, strict liability or other theory, for (i) any lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if such parties have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology. To the maximum extent permissible under applicable law, the aggregate liability of HXCMusic Media Network and its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, to you or any third party in any circumstance will not exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or limitation of liability, so the above exclusions and limitations may not apply to you. For the avoidance of doubt, to the maximum extent permissible under applicable law, no provider of a mobile application platform will have any liability to you with respect to any mobile Service Application. If you reside in Germany, notwithstanding the aforementioned limitations of liability NOTHING IN THIS AGREEMENT SHALL LIMIT HXCMusic Media Network'S LIABILITY (i) for damage from injury to life, body or health due to negligent breach of duty or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of HXCMusic Media Network or (ii) for other damage arising from a grossly negligent breach of duty by HXCMusic Media Network or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of HXCMusic Media Network; (iii) for intentional misconduct; (iv) for damage arising from a negligent breach of an obligation that is essential for the performance of the contract by HXCMusic Media Network ("Cardinal Duties" / Kardinalpflichten) to the extent that is typical and foreseeable; (v) for any guarantee given by HXCMusic Media Network to you; and (v) for any liability under the Federal Product Liability Act (Produthaftungsgesetz).

16. TERMINATION

You agree that HXCMusic Media Network, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service Applications or any of the HXCMusic Media Network Service at any time if HXCMusic Media Network believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule or regulation or that you have engaged in conduct that HXCMusic Media Network reasonably determines to be inappropriate or unacceptable. HXCMusic Media Network may in its sole discretion, and at any time, discontinue providing the HXCMusic Media Network Service, or any part thereof, on notice to you.

17. INDEMNITY

You agree to defend, indemnify and hold HXCMusic Media Network and its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and stockholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) that are attributable to your actions or fault and arise out of (i) your access, use or misuse of any of the HXCMusic Media Network Service, (ii) your breach or alleged breach of these Terms of Service, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the HXCMusic Media Network Service including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information. Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added or other tax in connection with your use of the HXCMusic Media Network Service. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages HXCMusic Media Network may incur in connection with your failure to pay any such tax.

18. COPYRIGHT INFRINGEMENT

HXCMusic Media Network respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service Applications or HXCMusic Media Network Service is infringing your copyright or the copyright of any third party, please notify HXCMusic Media Network in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to HXCMusic Media Network’s designated agent at the following mailing address, fax number or email address: Please click here to request removal Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (iii) 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 HXCMusic Media Network to locate the material, (iv) information reasonably sufficient to permit HXCMusic Media Network to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (v) a statement that you have 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 (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. In the event of any copyright or other intellectual property infringement claim, you acknowledge and agree that as between HXCMusic Media Network and any provider of a mobile application platform, HXCMusic Media Network, and not any provider of a mobile application platform, will be solely responsible for the investigation and discharge of any such claim.

19. MODIFICATIONS

HXCMusic Media Network may modify or update these Terms of Service at any time without notice. Any additional or different terms in these Terms of Service will be effective upon being posted on the HXCMusic Media Network Site. It is your responsibility to review these Terms of Service periodically. Your continued use of any of the HXCMusic Media Network Service following the posting of any additional or different terms in these Terms of Service constitutes your irrevocable acceptance of those additional or different terms. HXCMusic Media Network reserves the right to add, change, modify, suspend or discontinue all or any of the HXCMusic Media Network Service, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new or existing HXCMusic Media Network Service, including the availability of services or products through the Service Applications, will be subject to these Terms of Service. In addition, HXCMusic Media Network may also impose limits on any of the HXCMusic Media Network Service or restrict your access to portions or all of the Service Applications in its sole discretion without notice or liability. HXCMusic Media Network reserves the right to refuse to provide you with access to any of the HXCMusic Media Network Service or to allow you to create a user account for any reason.

20. EQUITABLE REMEDIES

You hereby agree that HXCMusic Media Network would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that HXCMusic Media Network will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as HXCMusic Media Network may otherwise have available to it under applicable laws.

21. EXPORT ADMINISTRATION

You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct or transfer the Service Applications, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. 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.

22. MISCELLANEOUS

These Terms of Service, including the Privacy Policy, Payment Terms and any other terms and conditions governing the use of the Service Applications and the HXCMusic Media Network Service incorporated herein or incorporating these Terms of Service, constitute the entire agreement between you and HXCMusic Media Network with respect to your access and use of the Service Applications and the HXCMusic Media Network Service and supersede all prior and contemporaneous agreements between you and HXCMusic Media Network relating to the same subject matter. Additionally, your use of any mobile Service Application may be subject to the terms of any applicable agreement published by a mobile application platform provider or your wireless carrier. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. HXCMusic Media Network’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision and no waiver will be effective unless it is made in writing and signed by an authorized representative of HXCMusic Media Network. You and HXCMusic Media Network expressly acknowledge and agree that the language governing these Terms of Service, and the Privacy Policy, Payment Terms and any other terms and conditions governing the use of the Service Applications and the HXCMusic Media Network Service incorporated herein or incorporating these Terms of Service (collectively, the “Terms”), will be English. For your convenience, HXCMusic Media Network may provide you with a translation of the English language version of the Terms. In the event of any inconsistency between a non-English version of the Terms and the English version, the English version will govern your relationship with HXCMusic Media Network. In the event any litigation is brought by you or HXCMusic Media Network in connection with these Terms of Service, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation. You acknowledge and agree that, although these Terms of Service are solely between you and HXCMusic Media Network, HXCMusic Media Network’s third party licensors, including, without limitation, its content providers (such as record labels, publishers, performance rights organizations and providers of data services) and its mobile application platform providers, are third party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, these third parties will have the right to enforce these Terms of Service as if they were original parties to this document.

23. GOVERNING LAW; JURISDICTION

These Terms of Service will be is governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the HXCMusic Media Network Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and you agree to submit to the personal jurisdiction and venue of such courts. If you access the Service from, and are a resident of, the European Community and you are a consumer you may have other or additional mandatory rights or remedies by law.

24. DISPUTE RESOLUTION

24.1 Negotiations

Before initiating any arbitration or court proceeding, you and HXCMusic Media Network agree to first attempt to negotiate any dispute, controversy or claim related to these Terms of Service (“Claim”) (except those Claims expressly provided in Section 24.6 below) informally for at least thirty (30) days. Negotiations will begin upon written notice. HXCMusic Media Network will send its notice to your billing or other physical address (if on file with HXCMusic Media Network) and email you a copy to the email address you have provided. You will send your notice to HXCMusic Media Network, Inc., 1550 Bryant Street, Ste. 220, San Francisco, CA 94103, ATTN: CEO.

24.2 Binding Arbitration

If the parties fail to resolve a Claim through negotiations within the above thirty (30) day period, you and HXCMusic Media Network agree that, except as provided in Section 24.6 below, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms of Service. In the event of a conflict between the terms set forth in this Section 24and the JAMS Rules, the terms in this Section 24 will control and prevail.

Except as otherwise set forth in Section 24.6, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Service, (i) you and HXCMusic Media Network may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND HXCMusic Media Network ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

24.3 Arbitration Fees

If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding anything in the clause titled “Miscellaneous” above to the contrary, you will not be required to pay our attorneys’ fees or other costs if you do not prevail in the arbitration.

24.4 Location

The arbitration will take place in your hometown area if you so notify HXCMusic Media Network in your notice of arbitration or within ten (10) days following receipt of HXCMusic Media Network’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in San Francisco, California, unless the parties agree to video, phone and/or Internet connection appearances.

24.5 Limitations

You and HXCMusic Media Network agree that any arbitration will be limited to the Claim between HXCMusic Media Network and you individually. YOU AND HXCMusic Media Network AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.

24.6 Exceptions to Negotiations and Arbitration

You and HXCMusic Media Network agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or HXCMusic Media Network’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in these Terms of Service, some of these provisions may not apply to you.

24.7 Severability

You and HXCMusic Media Network agree that if any portion this “Dispute Resolution” section is found illegal or unenforceable (except any portion of Section 24.6 above), that portion will be severed and the remainder of this section will be given full force and effect. If Section 24.6 above is found to be illegal or unenforceable then neither you nor HXCMusic Media Network will elect to arbitrate any Claim falling within that portion of Section 24.6 above found to be illegal or unenforceable and such Claim will be exclusively decided by a court of competent jurisdiction within San Francisco, State of California, United States of America, and you and HXCMusic Media Network agree to submit to the personal jurisdiction of that court.

25. Refund Policy

By clicking on the box next to "I agree to the terms" on our register page, you agree all sales are final, and that refunds are issued at our sole discretion. We reserve the right to deny or delay all requests for any reason for digital content due to too many users signing up, downloading all they want, then requesting a refund.

It is to protect us as a company, our service is provided as is, the system is verified working by the thousands of users who use this service daily, and we can not be held accountable for it not working because of user computer problems ect.. We pay for every download so its not fair for us, for people to signup download what they want, and say it does not work or they are unhappy (because there is no way to prove otherwise) then user gets there money back leaving us to pay from our own pockets, but if your unhappy we can do everything we can to make sure our service works perfect with your computer setup, beyond that we cannot help.

(exceptions)
A user is only eligible for a refund if the user does not use there premium service to download anything, or made double payments and its requested within the first 30 days following there payment, We have to pay for every single download to keep our service legal, so the moment a user uses there premium service to download they are disqualified from being eligible for a refund.

26. EULA

26.2.1 The Application and all Content is provided for the End Users’ personal, non-commercial, entertainment use;

26.2.2 All Content embodies the intellectual property of a third party and is protected by law;

26.2.3 MediaNet and/or Content Owners may, from time-to-time, remove Content from the MN Open Service without notice;

26.2.4 End Users agree that they will not attempt to modify any software or Content obtained through the MN Open Service for any reason whatsoever, including for the purpose of disguising or changing ownership or source of the Content;

26.2.5 End Users agree to comply with all applicable laws, including copyright law, in their use of the Content and to protect the applicable Content Owner’s rights therein;

26.2.6 Any reproduction, redistribution, transmission, sale, broadcast, public performance, rental or lending, adaptation, sub license, modification, promotion or other use of the Content, including, without limitation, any use that requires a synchronization license with respect to the underlying musical composition, without the prior written consent of the copyright owner is a violation of the law and is expressly prohibited;

26.2.7 Other than as expressly set forth herein, copying, sharing or transferring of the Content is expressly prohibited;

26.2.8 Each purchase of Content shall be deemed a final, non-refundable sale;

26.2.9 The availability and prices of Content are subject to change without notice;

26.2.10 MediaNet and the Content Owners are the intended beneficiaries of the EULA and shall have the right to enforce the EULA against an End User;

26.2.11 The MN Open Service including all Content and other information, materials and products included on or otherwise made available to you through the MN Open Service are provided “as-is” and “as available” without warranties of any kind from MediaNet Digital, Inc. or any Content Owners. To the full extent permissible by applicable law, MediaNet and all Content Owners disclaim all warranties of merchantability and fitness for a particular purpose. Neither MediaNet nor any Content Owners warrant that the MN Open Service or any Content, information, materials or products included on or otherwise made available to you through the MN Open Service are free of viruses or other harmful components;

26.2.12 Neither MediaNet nor any Content Owners will be liable for any indirect, incidental, punitive, special or consequential damages of any kind arising from the use of the MN Open Service or from Content, information, materials or products included on or otherwise made available to you through the MN Open Service, or for any damages in excess of the amount paid for the specific item of Content giving rise to the applicable claim for damages;

26.2.13 MediaNet and the Content Owners reserve the right to modify the usage rules contained in the EULA at any time;

26.2.14 Monitoring usage of the Content entails the ongoing involvement of and/or monitoring by MediaNet and/or its licensors;

26.2.15 End Users agree that their access of the MN Open Service, including accessing and/or purchasing Content is acknowledgement of their acceptance of and agreement to use the MN Open Service in accordance with the EULA and that any other use of the MN Open Service will constitute a breach of the EULA and may constitute a violation of law, including copyright infringement;

26.2.16 MediaNet and the Content Owners reserve all rights that they may have in law or equity to enforce the EULA or the use of the Content.

27. ELECTRONIC COMMUNICATIONS

You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by HXCMusic Media Network to show your acceptance of the Terms of Service), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the HXCMusic Media Network Service. © 2011 HXCMusic Media Network, Inc.