MusicianU, LLC


TERMS AND CONDITIONS OF USE AND SERVICE


MusicianU, LLC, a Delaware limited liability company (the “Company”) operates the MusicianU mobile app and related website (“MusicianU”). By using MusicianU in any way, you accept these Terms and Conditions of Use and Service (the “Agreement”). Use of MusicianU signifies your acceptance of the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, do not use MusicianU.

1.Eligibility. Use of the services provided by MusicianU is subject to eligibility requirements. You must be at least thirteen (13) years old to use MusicianU, and users under the age of eighteen (18) require parental or legal guardian consent upon reading and accepting this Agreement. By using MusicianU, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you use MusicianU, you represent and warrant that you have never been convicted of a felony.

2.License to Use MusicianU. The Company grants you a limited, non-exclusive license to access and use MusicianU for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed to anyone else. The Company does not claim any ownership rights in the text, Messages, files, images, photos, video, sounds, musical works, sound recordings, works of authorship, applications, or any other materials (collectively, the "Content") that you transmit, submit, display or publish (the "post") on, through or in connection with MusicianU. After posting your Content on, through or in connection with MusicianU, you continue to retain any such rights that you may have in your Content, subject to the limited license granted herein. Except as expressly permitted by the Company in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, or disassemble MusicianU. Nor will you take any measures to interfere with or damage MusicianU. All rights not expressly granted by the Company are hereby reserved.

3.Privacy. Your privacy rights are set forth in our Privacy Policy, attached hereto and incorporated herein (the “Privacy Policy”), which forms a part of this Agreement. Please review the Privacy Policy to learn about:

  1. What information we may collect about you
  2. What we use that information for
  3. What third-party information, if any, you are agreeing to share by using MusicianU; and
  4. With whom we share that information

4.Term and Termination; Account Deletion. This Agreement begins on the date you first use MusicianU and continues until terminated in accordance with the provisions hereof. The Company may suspend, disable, or delete your account (or any part thereof) if the Company determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage the Company’s reputation or goodwill. If the Company deletes your account for the foregoing reasons, you may not re-register under a different name. Upon termination, all licenses granted by the Company will terminate. In the event of account deletion for any reason, content that you submitted may no longer be available. The Company shall not be responsible for the loss of such content.

5.Disclaimers; Limitation of Liability.

  1. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MUSICIANU USERS. YOU UNDERSTAND THAT MUSICIANU, LLC CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS. MUSICIANU, LLC ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. MUSICIANU, LLC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USER. MUSICIANU, RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
  2. IN NO EVENT SHALL MUSICIANU, LLC BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, EXEMEPLARY, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE MUSICIANU SERVICE OR PERSONS YOU MEET THROUGH MUSICIANU. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

6.The Company reserves the right to modify MusicianU. You are responsible for providing your own access to MusicianU. The Company has no obligation to screen or monitor any content and does not guarantee that any content available on MusicianU complies with this Agreement or is suitable for all users.

7.The Company provides MusicianU on an “as is” and “as available” basis. You therefore use MusicianU at your own risk. The Company expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, the Company makes no representations or warranties:

  1. That MusicianU will be uninterrupted or error-free;
  2. Concerning any content submitted by any user;
  3. Concerning any third party’s use of content that you submit;
  4. That any content you submit will be made available on MusicianU or will be stored by MusicianU, LLC ;
  5. That MusicianU, LLC will continue to support any particular feature of MusicianU;
  6. Concerning sites and resources outside of MusicianU, even if linked to from MusicianU.

8.Code of Conduct; Prohibited Activities. In using MusicianU, you must behave in a civil and respectful manner at all times. Further, you will not:

  1. Harass or stalk any other person;
  2. Harm or exploit minors;
  3. Act in a deceptive manner by, among other things, impersonating any person;
  4. Collect information about others;
  5. You will not express or imply that any statements you make are endorsed by MusicianU, LLC without our specific prior written consent.

9.You will not distribute spam, and will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.

10.You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.

11.You will not interfere with or disrupt the services or the site or the servers or networks connected to the services or the site.

12.You will not post, email or otherwise transmit 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.

13.The Company has the right, but not the obligation, to monitor all conduct on and content submitted to MusicianU.

14.Content Restrictions. You are solely responsible for the content that you Post on MusicianU, or transmit to other Members. You will not Post on MusicianU, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to the Company or to any other user. If information provided to the Company, or another user, subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change. The following is a partial list of content you may not upload, post, or transmit (collectively, “submit”):

  1. is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  2. harasses or advocates harassment of another person;
  3. promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  4. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
  5. contains sexually explicit content;
  6. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
  7. involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
  8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated music or computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
  9. solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
  10. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
  11. infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);

15.Your use of MusicianU, including but not limited to the content you Post on MusicianU, must be in accordance with any and all applicable laws and regulations.

16.Licenses Granted by You. You grant the Company and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your content. In addition, you waive any so-called “moral rights” in your content. You further grant all users of MusicianU permission to view or hear your content for their personal, non-commercial purposes. If you make suggestions to the Company on improving or adding new features to MusicianU, the Company shall have the right to use your suggestions without any compensation to you.

17.Your Representations and Warranties. For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to the Company and grant the licenses set forth above; (ii) the Company will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.

18.Indemnification. You will indemnify, defend, and hold harmless the Company and its affiliates, members, managers, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on MusicianU; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to MusicianU violates any law or infringes any third party right, including any intellectual property or privacy right.

19.Third Party Copyrights and Other Rights Copyright Policy. The Company respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the materials they upload to MusicianU do not infringe any third party copyright. The Company will promptly remove materials in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that the materials infringe a third party’s copyright. In addition, the Company may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.

20.DMCA Takedown Notice. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

  1. Your name, address, telephone number, and email address (if any).
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of where the material that you claim is infringing is located on MusicianU, sufficient for MusicianU, LLC to locate the material.
  4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
  5. A statement by you that the information in your notice is accurate and, UNDER PENALTY OF PERJURY, you are the copyright owner or authorized to act on the copyright owner's behalf.
  6. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

21.You may submit this information via:

  1. Email: help@MusicianU.com
  2. Offline: MusicianU, LLC’s Copyright Agent (see below)

22.DMCA Counter-notification. If you believe that your material has been removed by mistake or misidentification, please provide the Company with a written counter-notification containing the following information:

  1. Your name, address, and telephone number.
  2. A description of the material that was removed and the location where it previously appeared.
  3. 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.
  4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which MusicianU, LLC may be found (which includes the United States District Court for the Southern District of New York), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
  5. Your electronic or physical signature.

23. You may submit this information via:

  1. Email: help@MusicianU.com
  2. Offline: MusicianU, LLC’s Copyright Agent (see below)

24.Please note that we will provide complete counter-notifications to the person making the DMCA claim. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the disabled materials. Until that time, your materials will remain disabled. Warning: In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make DMCA your notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of the requirements, your notification or counter-notification may not be processed. In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY. If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information. MusicianU, LLC’s Copyright Agent: You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to MusicianU, Co.’s Copyright Agent Department – Copyright Agent Email: help@MusicianU.com Other Complaints: You may send non-copyright complaints to: Department – Copyright Agent Email: help@MusicianU.com

25.General Provisions.

  1. GOVERNING LAW: This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
  2. DISPUTES: Any action arising out of or relating to this Agreement or your use of MusicianU must be commenced in the state or federal courts located in New York County, New York, United States of America (and you consent to the jurisdiction of those courts). In any such action, the Company and you irrevocably waive any right to a trial by jury.
  3. INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delays by the Company in exercising any right hereunder will waive any further exercise of that right. The Company’s rights and remedies hereunder are cumulative and not exclusive.
  4. SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall einsure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without the Company’s prior written consent. No third party shall have any rights hereunder.
  5. NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from the Company electronically. The Company may provide all such communications by email or by posting them on MusicianU. Support-related inquiries or notices of a legal nature (such as a subpoena) may be sent to us at help@MusicianU.com. or the following address: Department Nothing herein shall limit the Company’s right to object to subpoenas, claims, or other demands.
  6. MODIFICATION; ENTIRE AGREEMENT: This Agreement may not be modified except by a revised Terms of Service posted by the Company on MusicianU or a written amendment signed by an authorized representative of the Company. A revised Terms of Service will be effective as of the date it is posted. This Agreement constitutes the entire understanding between the Company and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.