TERMS OF USE

By accessing or using the website of MXM Entertainment LLC (“MXM”) or any of MXM’s applications (including mobile applications) made available by MXM, including uses related to allowing you to purchase products or post information on the website (together, the "Service"), however accessed, you agree to be bound by these terms of use ("Terms of Use"). The Service is owned or controlled by MXM. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service.  


 BASIC TERMS AND CONDITIONS

  1. You must be at least 13 years old to use the Service.
  2. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, username, or any account rights. With the exception of people or  businesses that are expressly authorized to create accounts on behalf of  their employers or clients, MXM prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to MXM upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
  3. You agree that you will not solicit, collect or use the login credentials of other users of the MXM website or applications.
  4. You are responsible for keeping your password secret and secure.
  5. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service, including but not limited to, copyright laws.
  6. You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or MXM.
  7. You must not use domain names or web URLs in your username without prior written consent from MXM.
  8. You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. 
  9. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  10. You must not reproduce, perform, display, distribute, copy, reverse engineer, decompile, disassemble, or prepare derivative works from software used to  implement the Service.
  11. We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability  to you. 
  12. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
  13. We reserve the right, in our sole discretion, to change these Terms of Use  ("Updated Terms") from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
  14. We reserve the right to refuse access to the Service to anyone for any reason at any time.
  15. We reserve the right to force forfeiture of any username for any reason.
  16. We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means.  

RIGHTS

  1. The  Service contains content owned or licensed by MXM ("MXM Content"). MXM Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and MXM, MXM owns and retains all rights in the MXM Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the MXM Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the MXM Content.
  2. The MXM name and logo are trademarks of MXM, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MXM. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of MXM, and may not be copied, imitated or used, in whole or in part, without prior written permission from MXM.
  3. Although it is MXM’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. MXM will not be liable to you for any modification, suspension, or discontinuation of the Services.  

INFORMATION YOU SUBMIT

Your submission of information through our website is governed by our Privacy Policy, which is located here  (the "Privacy Policy"). If you submit any personally identifiable information to any third party in connection with our website, such as by using an app from a third-party, the collection of your information by that third-party as well as its use and disclosure may be may be governed by its own privacy policy, and not ours, and we are not responsible for the information collection, usage and disclosure practices of third parties. If you decide to make any of your personally identifiable or other information publicly available on our website, you do so at your own risk.


SUBMISSIONS

  1. Generally. Our website may contain features that allow you to post information and materials such as text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a "Submission"). 
  2. License Grant. For each Submission that you post, you hereby grant to us, our affiliates, and our artists (collectively, "Affiliates") a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed, on or in connection with the Site or any of our (or our Affiliates') similar services or products (collectively, the "Site-Related Services"); (ii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information as provided by you in connection with your Submission for any promotional purposes related to the Site or the Site-Related Services, in each case, in connection with your Submission; and (iv) use your Submission (including the contents thereof) for any promotional or other business purposes related to the Site, the Site-Related Services, and our artists. For the purpose of clarification, nothing in this Agreement shall be deemed to authorize you to incorporate into any Submission any content or material owned by us, our Affiliates or our respective artists ("Artists"), directors, officers, employees, agents and representatives ("Representatives") and licensors and service providers (collectively, "Providers"). IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SITE.
  3. Disclaimers. It is possible that visitors to our website will post information or materials on the website that are wrong or misleading or that otherwise violate this Agreement. We, our Affiliates and our respective Artists, Representatives and Providers do not endorse and are not responsible for any information or materials made available through our website or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) without any confidentiality or other non-disclosure obligations and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on the Site or the amount of storage space available for Submissions.
  4. Acknowledgement. You hereby acknowledge and agree that in exchange for our Service, you authorize use or exploitation of your Submission by us or our Affiliates or any other party (including, without limitation, our or our Affiliates' Artists, Representatives and Providers) pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
  5. Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual's name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Artists, Representatives and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules,and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual's name or address) within such Submission.
PRODUCTS
All rights in any products available through the Site, such as music, ring tones, ring back tones, SMS tones, images (for example, screen savers), video, artwork, apparel, text, software and other copyrightable materials (collectively, the "Products") are owned by us, our Affiliates and/or our (or their) licensors. If a separate agreement provided by us or an Affiliate governs a particular Transaction (as defined below) or Product, or your use of a particular Product, and the terms of such separate agreement conflict with the terms of this Agreement, the terms of such separate agreement will govern such transaction or use. Subject to your compliance with the terms and conditions of this Agreement and any other applicable terms and conditions imposed by us, our Affiliates and/or our licensors, you have a limited right to use those Products that you purchase or access through the Site solely for your personal, noncommercial use in accordance with the terms and conditions of this Agreement and any other terms and conditions that may apply to such Products, which right you cannot sublicense to others. Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights or those of any copyright or other rights owners in such Product, any other Product or any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Site and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our Affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set forth below. Unless we expressly provide otherwise, all Transactions, all Products and your use of such Products are subject to this Agreement.   

PURCHASES
If you wish to purchase any products made available through the Site (each such purchase, a "Transaction"), you may be asked to supply certain information in connection with such Transaction, including without limitation your credit card number or other payment account number (for example, your wireless account number), your billing address, and your shipping information. BY INITIATING A TRANSACTION, YOU REPRESENT AND WARRANT THAT YOU (A) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND (B) HAVE THE LEGAL RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. By submitting such information, you grant us the right to use such information in accordance with our Privacy Policy, including, without limitation, by providing such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction. Descriptions and images of, and references to, Products on the Site do not imply our endorsement of such Products. Except to the extent prohibited by applicable law, we reserve the right, with or without prior notice, to change such descriptions, images, and references; to limit the available quantity of any Product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any Product. Price and availability of any Product offered through the Site are subject to change without notice. In the event that a Product is listed at an incorrect price or with other incorrect information, we have the right to refuse or cancel any Transaction for such Product. You shall pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges, and any applicable network, data or other charges in respect of mobile downloads. In addition, you remain responsible for any taxes (including, if applicable, VAT and/or any import duties) that may be applicable to your Transaction(s).   Except to the extent applicable law provides otherwise, all sales through the Site are final, and all charges from those sales are nonrefundable, except as otherwise expressly set forth in this Agreement. We or our third party designees may automatically process charges against your selected payment method on the receipt page or when we provide you with a "Download Now" link. We or our third party designees will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.   

PRODUCT DELIVERY 
Except to the extent prohibited by applicable law, we reserve the right to change Product delivery options without notice. On occasion, technical and other problems may delay or prevent delivery of a particular Product. Except to the extent that applicable law provides otherwise, your sole and exclusive remedy with respect to any Product that is not delivered within a reasonable period will be either replacement of such Product or a refund of the purchase price paid for such Product, as determined by us in our sole discretion.   

USAGE RESTRICTIONS FOR PRODUCTS
All Products you purchase, obtain or access on or through the Site are solely for your personal, non-commercial use. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products or any related software. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any Products or any copyright protection or use limitation systems associated with the Products. You may not play and then re-digitize any Products, or upload any Products or derivatives thereof to the Internet. Unless expressly permitted by us, you may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products. You are not granted any commercial sale, resale, reproduction, distribution or promotional use rights in connection with Products.    

THIRD PARTY APPLICATIONS
The Site may include third party software applications and services (or links thereto) that are made available by our Providers ("Third Party Applications"). Because we do not control Third Party Applications, you agree that neither we nor our Affiliates, nor our respective Artists and Representatives, are responsible or liable for any Third Party Applications, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Applications or their use. We have no obligation to monitor Third Party Applications, and we may remove or restrict access to any Third Party Applications (in whole or part) from the Site at any time. The availability of Third Party Applications on the Site does not imply our endorsement of, or our affiliation with any Provider of, such Third Party Applications. Further, your use of Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by Providers themselves in connection with Third Party Applications). This Agreement does not create any legal relationship between you and Providers with respect to Third Party Applications, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Representatives or Providers, with respect to any Third Party Application. 

 

THIRD PARTY CONTENT 

The Site may incorporate certain functionality that allows, via the system or network of which the Site is a component, the routing and transmission of, and online access to, certain digital communications and content made available by third parties ("Third Party Content"). By using such Site functionality, you acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality. Because we do not control Third Party Content, you agree that we are neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Site at any time. Your access to or receipt of Third Party Content via the Site does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Representatives or Providers, with respect to any Third Party Content.


DiISCLAIMER OF WARRANTIES 

MXM DOES NOT MAKE ANY WARRANTY OR GUARANTEE THAT EXTENDS BEYOND THE SCOPE OF THIS DISCLAIMER AND SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTY, MERCHANTABILITY OR USAGE OF TRADE IN THE MXM WEBSITE OR ANY PRODUCT TO THE FULL EXTENT ALLOWED BY LAW. The MXM WEBSITE, and all information, products and materials furnished as part of the MXM WEBSITE, are provided entirely on an “as is” basis. While MXM endeavors to provide information that is as accurate as possible, it assumes no responsibility for, and make no representations with respect to, the accuracy or completeness of any information, materials or product presented or identified. MXM expressly disclaims any express or implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property relating to such information, material or products available for purchase. In no event will MXM be liable for any and all indirect, general, special, incidental, consequential, exemplary or other damages (including, without limitation, damages for loss of profits or revenue, business interruption, corruption of files, loss of business information or any other pecuniary loss) even if MXM has been advised of the possibility of such damages. Any use of the MXM WEBSITE is at your own risk. In no event will MXM or the officers, managers, members, agents or employees thereof be liable to you or anyone else for any decision made or action taken in reliance on the information and materials available on the MXM WEBSITE, or products available for purchase thereon. MXM makes no representations, warranties or guarantees that the MXM WEBSITE will be free from loss, destruction, damage, corruption, attack, viruses, interference, hacking, or other security intrusion, and MXM disclaims any liability relating thereto.


INDEMNIFICATION

Under no circumstances will MXM be liable to you for any losses arising out of any event or use of a product that is beyond its reasonable control. You accept that MXM has an interest in limiting the personal liability of its officers, managers, members, agents, and employees as well as limiting the personal liability of its Affiliates, Artists, Representatives and Providers, having regard to that interest, you agree that you will not bring any claim personally against its officers, managers, members, agents, and employees and you further agree to forever release, discharge and waive all claims against us, our Affiliates, our Artists, our Representatives and Providers in respect of any losses you suffer in connection with the MXM WEBSITE (referred to herein as “our website” of the “Site”), this disclaimer, or any products available for purchase thereon. As such, you will indemnify and hold MXM, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any suits or claims arising out of (i) your breach of this agreement, including without limitation any infringement by you of the copyright or intellectual property rights of any third party; (ii) your use or misuse of the Site; (iii) any damages you incur as a result of any product liability claims; or (iv) the use of any Submission.


GOVERNING LAW & VENUE

These Terms of Use are governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. For any action at law or in equity relating to these Terms of Use, you agree to resolve any dispute you have with MXM exclusively in a state or federal court located in Chicago, Illinois, and to submit to the personal jurisdiction of the courts located in Chicago, Illinois for the purpose of litigating all such disputes.