TERMS AND CONDITIONS FOR UNIPHEYEMUSIC.COM
PLEASE READ THIS DOCUMENT CAREFULLY AS IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES
UNIPHEYE MUSIC, LLC (“UNIPHEYE MUSIC”) is the owner and operator of the Unipheye Music website (“UNIPHEYE MUSIC WEBSITE”) located at the URL www.unipheyemusic.com. This TERMS AND CONDITIONS FOR UNIPHEYEMUSIC.COM (“Agreement”) governs access to and use of the UNIPHEYE MUSIC WEBSITE. Access to and use of UNIPHEYE MUSIC WEBSITE is subject to your acceptance of the following terms and conditions and all applicable laws. If you do not accept the terms of this Agreement, you are not authorized to access, shop, view or post on the UNIPHEYE MUSIC WEBSITE. [Please signify your acceptance by clicking on the ‘I Accept’ button.]
By accessing the UNIPHEYE MUSIC WEBSITE, you agree to the terms of this Agreement. UNIPHEYE MUSIC reserves the right to modify the terms of this Agreement at any time, and may post a notice of such changes. If and when the Agreement is modified, you will be subject to the terms of the modified Agreement, and by accessing the UNIPHEYE MUSIC WEBSITE, you agree to the terms of modified Agreement, without further notice.
The term “Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials posted at, on or to or at the UNIPHEYE MUSIC WEBSITE.
The term “UNIPHEYE MUSIC WEBSITE” refers to the UNIPHEYE MUSIC UNIPHEYE MUSIC website accessible through the URL www.unipheyemusic.com.
The term “UNIPHEYE MUSIC Copyright Work(s)” refers to all copyrightable works authored by or owned by UNIPHEYE MUSIC, or created as works for hire by or on behalf of UNIPHEYE MUSIC.
The term “UNIPHEYE MUSIC Intellectual Property” refers to all copyrights, designs, text, images, trademarks, trade dress, trade secrets and inventions owned by and/or originally authored by or on behalf of UNIPHEYE MUSIC.
The term “UNIPHEYE MUSIC Trademark(s)” refers to all trademarks and service marks owned by UNIPHEYE MUSIC, as defined by 15 U.S.C. § 1127.
The term “UNIPHEYE MUSIC” refers to UNIPHEYE MUSIC, LLC.
The term “Parties” shall refer to UNIPHEYE MUSIC and User, collectively.
The term “Party” shall refer to either of UNIPHEYE MUSIC or User.
The term “Payment Information” shall refer to credit card payment information provided by a User to UNIPHEYE MUSIC for payment of a CE Course.
The term “Personal Information” includes, but is not limited to, any information that identifies or describes an individual, including his or her name, social security number, physical description, age, gender, marital status, health status, financial status, home address, home telephone number, education, financial matters, and medical or employment history. Personal Information also includes statements made by, or attributed to, a User.
The terms ''you'', “your” and/or ''User'' refer to any individuals and/or entities visiting and/or otherwise accessing the UNIPHEYE MUSIC WEBSITE for any reason.
OWNERSHIP OF INTELLECTUAL PROPERTY
UNIPHEYE MUSIC is the owner of all UNIPHEYE MUSIC Intellectual Property posted on, sold, offered for sale, or otherwise accessible at or via the UNIPHEYE MUSIC WEBSITE, unless otherwise noted. Any reproduction, retransmission, or republication of all or part of any document found on this site is expressly prohibited, unless UNIPHEYE MUSIC has expressly granted its prior written consent to so reproduce, retransmit, or republish the material. All rights reserved.
UNIPHEYE MUSIC may publish or transmit via the UNIPHEYE MUSIC WEBSITE content that is owned by third parties. Any reproduction, retransmission, or republication of all or part of any document found on this site is expressly prohibited, unless the owner of the content has expressly granted its prior written consent to so reproduce, retransmit, or republish the material.
USE OF UNIPHEYE MUSIC INTELLECTUAL PROPERTY
Proper Use of UNIPHEYE MUSIC Intellectual Property: You agree not to use UNIPHEYE MUSIC Intellectual Property in any unlawful or impermissible manner. You do not have permission to infringe, use, copy, retransmit, display, or create derivative works based upon any UNIPHEYE MUSIC Intellectual Property unless such permission is explicitly provided by UNIPHEYE MUSIC or permitted by this Agreement.
UNIPHEYE MUSIC Copyright Works: You agree not to copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any of the UNIPHEYE MUSIC Copyright Works, without written permission, authorization and/or approval of UNIPHEYE MUSIC.
UNIPHEYE MUSIC Trademarks: The UNIPHEYE MUSIC Trademarks appearing on this site may not be used in any advertising or publicity, or otherwise to indicate UNIPHEYE MUSIC’ sponsorship of or affiliation with any product or service, without UNIPHEYE MUSIC’ prior express written permission.
Protection of Marks. You are prohibited from using UNIPHEYE MUSIC Marks or any names, marks, or other materials in a manner that is likely to cause confusion with, dilute or damage the reputation or image of UNIPHEYE MUSIC.
No Alteration or Misrepresentation. You will not alter any UNIPHEYE MUSIC Trademark in any manner to make it appear that UNIPHEYE MUSIC is endorsing, sponsoring, authorizing or affiliated with you or your company, except as expressly permitted in writing by UNIPHEYE MUSIC.
UNIPHEYE MUSIC Trademark Usage Guidelines. You agree to be bound by and to follow the terms of UNIPHEYE MUSIC’s Trademark Usage Guidelines, the entire contents of which are incorporated herein by reference and made a part of this Agreement.
OBJECTIONS TO CONTENT
If any person believes that any Content is objectionable for any reason, they are requested to send an e-mail with a complete and detailed description of the objection to email@example.com. UNIPHEYE MUSIC will endeavor to respond to all objections in a timely manner.
Compliance with the Digital Millennium Copyright Act (“DMCA”)
The User agrees to abide by the terms of the Digital Millennium Copyright Act (DMCA) and refrain from the following: (a) circumventing UNIPHEYE MUSIC's access control measures to copyrighted works; (b) posting or otherwise offering circumvention technology through the UNIPHEYE MUSIC WEBSITE; (c) posting links or references to an online location that contains circumvention technology; or (d) engaging in other activities in violation of the DMCA. UNIPHEYE MUSIC has the right to terminate the membership of any User found in violation of the DMCA or other provision of the Copyright laws.
In compliance with the DMCA's notice-and-takedown provisions, UNIPHEYE MUSIC’s policy for removing infringing content and terminating subscribers who are repeat offenders is as follows:
A copyright owner who believes his/her work has been used on the UNIPHEYE MUSIC WEBSITE in any manner that constitutes copyright infringement must notify UNIPHEYE MUSIC’ designated agent by written notice (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements). The notice must include the following information: (a) the owner's name, address, telephone number, email address, and an electronic or physical signature; (b) a description and a copy of the work that is allegedly being infringed, or a website where the work may be found; (c) identification of the location of the infringing material on the UNIPHEYE MUSIC WEBSITE; (d) a statement that the owner has a good faith belief that the use of the copyrighted material was not authorized by the owner or his/her authorized agent; and (e) a statement, under penalty of perjury, that the information in the notification is accurate and made by the copyright owner of the material allegedly infringed or by a person authorized to act on the copyright owner's behalf. Upon receiving the proper notification, UNIPHEYE MUSIC will remove, or disable access to, the allegedly infringed material from the UNIPHEYE MUSIC WEBSITE.
To file a counter-notification, you must provide a written communication that sets forth the items specified below.
A valid counter notification is a written communication that incorporates the following elements: (a) A physical or electronic signature; (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which the service provider may be found, and that you will accept service of process from the complainant.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Please address all DMCA Notice and Counter-Notification letters to:
UNIPHEYE MUSIC's copyright agent for notices of claims of copyright infringement may be contacted as follows:
Attn: DMCA Designated Agent
UNIPHEYE MUSIC LLC
7804 Woodlawn Avenue
Elkins Park, PA 19027
By Email: firstname.lastname@example.org
LINKS AND LINKING
UNIPHEYE MUSIC welcomes links to its website provided any such link does not improperly connote an affiliation with or an endorsement by UNIPHEYE MUSIC. You may only link to the UNIPHEYE MUSIC WEBSITE “Home” Page (www.unipheyemusic.com) solely for the purpose of redirecting persons to the UNIPHEYE MUSIC WEBSITE. Any link must open in a new browser window. “Deep” linking to the UNIPHEYE MUSIC WEBSITE or any pages therein is not permitted.
Framing. You will not place UNIPHEYE MUSIC WEBSITE pages in a “frame” within your own website, without specific written permission from UNIPHEYE MUSIC.
Proper Form of Link: All approved links must take one of the following forms: the name “UNIPHEYE MUSIC” in hypertext format, the URL www.unipheyemusic.com, or the UNIPHEYE MUSIC logo:
Outside Links: Although the UNIPHEYE MUSIC WEBSITE may include links providing direct access to other Internet sites, UNIPHEYE MUSIC takes no responsibility for the content or information contained on those other sites, and does not exert any editorial or other control over those other sites.
REGISTERED USER ACCOUNTS AND PASSWORD
In consideration of your use of the UNIPHEYE MUSIC WEBSITE, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted when registering at the UNIPHEYE MUSIC WEBSITE (the "UNIPHEYE MUSIC Registration Data") and (b) maintain and promptly update the UNIPHEYE MUSIC Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or UNIPHEYE MUSIC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, UNIPHEYE MUSIC has the right to suspend or terminate your access to the UNIPHEYE MUSIC WEBSITE and refuse any and all current or future use of the UNIPHEYE MUSIC WEBSITE, or any portion thereof.
You must have your own password to purchase Digital Downloads via the UNIPHEYE MUSIC WEBSITE. Passwords may not be shared among Users. You are responsible for all use of your password(s).
PROHIBITED USE OF THE UNIPHEYE MUSIC WEBSITE, CONTENT AND PROHIBITED BEHAVIOR
No Objectionable Content. You agree that you will not post, or link to, any Content that may be interpreted as libelous, obscene or criminal, or which may infringe or violate any third party rights.
No Negative References. You agree not to make negative or disparaging references to UNIPHEYE MUSIC, its services or its members or otherwise compare UNIPHEYE MUSIC, its services or its members unfavorably to others.
No Commercial Use. You may not in any way make commercial or other unauthorized use, by copying, publication, re-transmission, distribution, performance, caching or otherwise, of material obtained through the UNIPHEYE MUSIC WEBSITE.
By accessing the UNIPHEYE MUSIC WEBSITE, you agree as follows, and the violation of any of the following will be considered material breaches of this Agreement allowing UNIPHEYE MUSIC to terminate your access to the UNIPHEYE MUSIC WEBSITE without notice to you:
- User may not intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;
- User may not “stalk” or otherwise harass any person;
- User may not advertise or solicit anyone to buy or sell products or to make donations of any kind absent prior written approval from UNIPHEYE MUSIC;
- User may not collect or store personal data about other Users; or,
- User may not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the UNIPHEYE MUSIC WEBSITE are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real-time exchanges;
- User may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the UNIPHEYE MUSIC WEBSITE;
- User may not impersonate any person or entity, including, but not limited to, an UNIPHEYE MUSIC officer or employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- User may not interfere with or disrupt the UNIPHEYE MUSIC WEBSITE or servers or networks connected to the UNIPHEYE MUSIC WEBSITE, or disobey any requirements, procedures, policies or regulations of networks connected to the UNIPHEYE MUSIC WEBSITE;
- User may not post, email, upload, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- User may not post, email, upload, transmit or otherwise make available any Content that harms minors in any way;
- User may not post, email, upload, transmit or otherwise make available any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- User may not post, email, display, link to, upload, transmit or otherwise make available any Content that infringes the intellectual property rights of any person or party;
- User may not post, email, display, link to, upload, transmit or otherwise make available any Content comprising any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
- User may not post, email, display, link to, upload, transmit or otherwise make available any Content comprising any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- User may not provide material support or resources (or to 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 pursuant to Section 219 of the Immigration and Nationality Act.
USE OF USER CONTENT BY UNIPHEYE MUSIC
With respect to Content you submit or make available on the UNIPHEYE MUSIC WEBSITE, you hereby grant to UNIPHEYE MUSIC irrevocable, royalty-free, worldwide, and non-exclusive license or licenses to use, copy, reproduce, distribute, modify, adapt, transform, create derivative works based upon, publicly perform and publicly display such Content.
Contributions To The UNIPHEYE MUSIC WEBSITE And/Or To UNIPHEYE MUSIC. By submitting ideas, suggestions, documents, and/or proposals (“Submissions”) to UNIPHEYE MUSIC through the UNIPHEYE MUSIC WEBSITE, any Posting Areas, or any forms associated with the foregoing, you acknowledge and agree that:
- your Submissions do not contain confidential or proprietary information, and UNIPHEYE MUSIC is not under any obligation of confidentiality, express or implied, with respect to any Submissions;
- UNIPHEYE MUSIC shall be entitled to use or disclose (or choose not to use or disclose) such Submissions for any purpose, in any way, in any media worldwide;
- your Submissions automatically become the property of UNIPHEYE MUSIC without any obligation of UNIPHEYE MUSIC to you;
- you are not entitled to any compensation or reimbursement of any kind from UNIPHEYE MUSIC under any circumstances; and,
- UNIPHEYE MUSIC may have something similar to any Submission(s) already under consideration or previously in development, and you do not claim any rights in any such materials.
The UNIPHEYE MUSIC WEBSITE provides musical recordings in digital format, artwork, album covers and liner notes, for purchasing licenses and downloading (“Digital Download(s)”). License fees for Digital Downloads are paid via the UNIPHEYE MUSIC WEBSITE “Shopping Cart” and payment system. The purchase of a Digital Download license by a User will permit a User to download a single electronic copy of a selection, composition or compilation of recorded music, and may include an electronic version of artwork, album covers and liner notes, as the case may be.
UNIPHEYE MUSIC does not use Digital Rights Management (“DRM”). All Users are expected to respect the terms of this Agreement, and the copyrights or UNIPHEYE MUSIC, its artists, and any third parties whose work is included in Digital Downloads.
Upon your payment of UNIPHEYE MUSIC’s license fees for Digital Downloads, UNIPHEYE MUSIC grants to the User a non-transferable, non-exclusive license to use the Digital Downloads for personal, non-commercial, entertainment use, according to the terms of this Agreement.
User may copy, store and transfer the Digital Downloads only for User’s own non-commercial, personal, and entertainment use.
All sales are final and all charges from those sales are non-refundable. Due to the nature of the UNIPHEYE MUSIC WEBSITE, a User is not able to cancel any purchases of downloads after you have confirmed payment.
The purchase of a Digital Download does not transfer any Intellectual Property rights in the Digital Download to the User.
If a User is unable to download a Digital Download, or otherwise experiences problems during an attempt to download a Digital Download that stops the User from being able to obtain a purchased copy of a Digital Download, the User must send an e-mail to UNIPHEYE MUSIC at email@example.com. The e-mail message must contain: the User’s contact information; the Digital Download the User was unable to download; a declaration that the User was unable to download the Digital Download, and the reason for such inability; and, proof of license fee payment.
By filling out and submitting the firstname.lastname@example.org, User declares, affirms and attests that User did not receive the Digital Download for which User paid a license fee. The User will be provided a one-time password to download the Digital Download for which a license fee was paid at UNIPHEYE MUSIC’s discretion.
User bears all risk of loss after purchase and for any loss of Digital Downloads User may have downloaded, including any loss due to a computer or hard drive crash.
In exceptional circumstances, refunds may be given at the discretion of the management.
RESTRICTIONS ON DIGITAL DOWNLOADS
By downloading Digital Downloads via the UNIPHEYE MUSIC WEBSITE, User represents, warrants and agrees that User will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sublicense or otherwise transfer or use the Digital Downloads, other than as permitted by this Agreement and applicable law.
User is not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for Digital Downloads. User acknowledges that the Digital Downloads embodies the intellectual property of a UNIPHEYE MUSIC or third parties and is protected by law.
Any User who would like to obtain permission to use any UNIPHEYE MUSIC Intellectual Property or any Content owned by UNIPHEYE MUSIC accessible via the UNIPHEYE MUSIC WEBSITE must send a request e-mail to email@example.com.
DISCLAIMER OF WARRANTIES; NO LIABILITY
USE OF THE UNIPHEYE MUSIC WEBSITE, DOWNLOADING ANY DIGITAL DOWNLOADS, AND PLAYING BACK ANY DIGITAL DOWNLOADS, SHALL BE AT THE USER’S OWN RISK, AND UNIPHEYE MUSIC SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED BY ANY OF THE FOREGOING ACTS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONTENT ON THE UNIPHEYE MUSIC WEBSITE (INCLUDING ALL UNIPHEYE MUSIC INTELLECTUAL PROPERTY, TEXT, MATERIALS, SOFTWARE, FUNCTIONS, SERVICES, AND INFORMATION MADE AVAILABLE HEREIN OR ACCESSED BY MEANS HEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NO REPRESENTATIONS OR WARRANTIES ARE MADE CONCERNING THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE MATERIALS OR SERVICES, OR OF ANY INFORMATION CONTAINED IN THE UNIPHEYE MUSIC WEBSITE OR ANY SITE LINKED TO THE UNIPHEYE MUSIC WEBSITE.
UNIPHEYE MUSIC DOES NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE UNIPHEYE MUSIC WEBSITE, OR ANY SITE LINKED TO THE UNIPHEYE MUSIC WEBSITE.
IN NO EVENT SHALL UNIPHEYE MUSIC, ITS MEMBERS, OFFICERS, AFFILIATES, AGENTS, LICENSORS, EMPLOYEES OR INTERNET SERVICE PROVIDER(S) (COLLECTIVELY "REPRESENTATIVES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF UNIPHEYE MUSIC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE.
UNIPHEYE MUSIC MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY INFORMATION AND ITS SERVICES FOR ANY PURPOSE WHATSOEVER.
YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS WEBSITE AND ANY INFORMATION ON THIS SITE. UNDER NO CIRCUMSTANCES SHALL UNIPHEYE MUSIC OR ANY OF OUR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID FOR USE OF THE SITE AND YOU HEREBY RELEASE US AND OUR EMPLOYEES AND REPRESENTATIVES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
UNDER NO CIRCUMSTANCES WILL UNIPHEYE MUSIC BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE UNIPHEYE MUSIC WEBSITE.
UNIPHEYE MUSIC’S DIGITAL DOWNLOADS DO NOT USE ANY COMPRESSOR OR LIMITER WHICH LIMITS THE VOLUME PEAKS OF THE MUSIC. USER IS ADVISED TO USE CAUTION WHEN PLAYING ANY DIGITAL DOWNLOADS WITH AN AUDIO SYSTEM AND TO CAREFULLY ADJUST ANY SETTINGS. UNIPHEYE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO A USER’S SOUND SYSTEM, OR ANY COMPONENT PART OF A SOUND SYSTEM, INCLUDING, BUT NOT LIMITED TO, AMPLIFIERS, SPEAKERS, COMPUTERS, OR ANY OTHER COMPONENTS OR EQUIPMENT.
UNIPHEYE MUSIC WILL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED BY DOWNLOADING ANY DIGITAL DOWNLOADS FROM THE UNIPHEYE MUSIC WEBSITE OR FOR ANY DAMAGE CAUSED BY PLAYING BACK A DIGITAL DOWNLOAD OR TRANSFERRING A DIGITAL DOWNLOAD FOR PLAYBACK BY ANY AUDIO OR COMPUTER SYSTEM.
You agree to indemnify and hold UNIPHEYE MUSIC and its representatives, affiliates, officers, employees and agents harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that are asserted against UNIPHEYE MUSIC or you, that you assert or that you may assert, based on or relating to your use, or the use of any individual using your password, of the UNIPHEYE MUSIC WEBSITE.
You further agree to indemnify and hold UNIPHEYE MUSIC and its representatives, affiliates, officers, employees and agents harmless from any and all losses resulting from claims of third Parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you, or any individual using your password, of any of the terms of this Agreement.
IRREVOCABLE RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS
UNIPHEYE MUSIC reserves the right to terminate, block or restrict your access to or use of the UNIPHEYE MUSIC WEBSITE for any breach or violation of any term(s) of this Agreement, solely at UNIPHEYE MUSIC’ discretion and solely using UNIPHEYE MUSIC’ judgment.
This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania. All disputes under this Agreement shall be resolved by litigation in the courts of the Commonwealth of Pennsylvania including the federal courts thereof and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
This agreement is personal to You, and You may not assign this Agreement or the rights and obligations thereunder to any third party or person.
AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their permitted heirs, administrators, successors and assigns.
No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
The ownership and intellectual property rights and license provisions set forth in this Agreement, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this Agreement and any obligations hereunder for any reason.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.