CLIZBEATS.COM TERMS OF SERVICE
Last Updated: February 11, 2014
Welcome to Clizbeats.com (“Web Site“). The Web Site is operated by Clizbeats Productions, Inc. (hereinafter referred to as “CB“). Through this Web Site, Users have access to a variety of resources, including music industry news, access to content, and User forums (collectively, the “Service”). If you are not an intended User, please do not use or view the Web Site. These Terms of Service (“TOS“) constitute a legal agreement (“Agreement“) between you and CB. By using this Web Site (including without limitation, downloading any content from this Web Site, you (1) represent that you are of majority in the state in which you legally reside (and at least 18 years of age); and (2) agree to be bound by the terms and conditions of this Agreement and any guidelines, policies and codes of conduct issued to you from time to time (collectively, the “Code of Conduct”). Even if you access the Service, you will be bound by the terms and conditions of this Agreement (to the extent applicable to you) when you visit the Web Site. These TOS may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time by visiting the Web Site and clicking on the “Terms of Service” link on the bottom of any page of the Web Site. In addition, when using any particular feature of the Service, you shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these TOS. Any questions or comments regarding, or problems with, the Web Site should be sent to the Web Site Administrator at firstname.lastname@example.org.
In this Agreement, “you“, “your“, and “User” shall refer to each visitor or User, and his or her agents (unless the context requires otherwise), and “we“, “us” and “our” refer collectively to CB. This Agreement explains our obligations to you, and your obligations to us in relation to the Web Site and the Service.
2. DESCRIPTION OF SERVICE.
The Service provides Users access to a collection of on-line resources such as music industry news, access to content, and User forums. Unless explicitly stated otherwise, any new features on the Web Site that augment or enhance the current Service, shall be subject to these TOS. You understand and agree that the Service is provided “AS-IS” and that CB assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any User communications or personalization settings.
You acknowledge and agree that the Service is for your personal use only, and that you may not transmit, broadcast, upload to any computer or mobile device, create derivative works of, or make commercial use of the Service or any material provided or obtained through the Service, including, but not limited to, any content, concepts, opinions, ideas, names, images and other information used with respect to the Service (the foregoing materials are, collectively, referred to herein as the “Content“), except as specifically permitted in this Agreement. You may not, or attempt to (or otherwise authorize, encourage or support others’ attempts to), circumvent, re-engineer, decrypt, break or otherwise alter or interfere with the Service or the Content, or any technology used to support the Service. You agree not to access the Service by any means other than through the interface that is provided by CB for use in accessing the Service.
3. ACCESS TO THE SERVICE.
In order to use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. Any equipment or software causing interference shall be immediately disconnected from the Service and CB shall have the right to immediately terminate this Agreement. If any upgrade in or to the Service requires changes in your equipment or software, you must effect these changes at your own expense. You agree to follow and comply with any applicable laws in your use of the Service.
5. MODIFICATIONS, INTERRUPTIONS OR DISCONTINUATION OF SERVICE.
CB reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel the Service, or portions thereof, with or without notice to you. Without limiting the generality of the foregoing, CB reserves the right to delete, add to or modify the Content for any reason at any time, and to delete (or block your access to) any portion of the Service in the event we reasonably determine that the Service, your use of the Service or any element used to create the Service, infringes on or violates, or could infringe on or violate, any third party right or any applicable laws or government regulations, without any liability to you or to any third party.
6. THIRD PARTY PRODUCTS AND SERVICES.
We may make available or provide access to products and services of independent third parties either directly or via links to web sites operated by such third parties. Such products or services shall be purchased and/or obtained directly from such third party. You acknowledge and agree that CB SHALL NOT BE A PARTY TO, OR IN ANY WAY RESPONSIBLE FOR, ANY TRANSACTION CONCERNING PRODUCTS OR SERVICES MADE AVAILABLE FROM SUCH THIRD PARTIES, OR FOR ANY CONTENT OR INFORMATION PRESENTED IN CONNECTION WITH ANY PRODUCTS OR SERVICES OF THIRD PARTIES OR ON SUCH LINKED THIRD PARTY WEB SITES, AND YOU AGREE THAT CB SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE WEB SITE.
7. MEMBER CONDUCT; CONTENT SUBMISSIONS; GRANT OF RIGHTS; WAIVER.
Where applicable on the Web Site, you are invited to post Content. You understand that all Content, whether you have publicly posted on a forum or privately transmitted, are your sole responsibility. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. CB does not endorse or have control over the Content posted by Users. Content posted by Users is not reviewed by CB prior to posting and does not reflect the opinions or policies of CB. CB makes no representations or warranties, express or implied as to the Content posted by Users or the accuracy and reliability of the Content or any other material or information that you transmit to other Users. Though the Web Site is designed to be a safe place to share such Content, CB cannot guaranty that other Users will not misuse the Content that you share. So, if you have any Content that you would like to keep confidential and/or do not want others to use, do not post it to the Web Site. Under no circumstances will CB be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service. CB IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT YOU POST TO THE WEB SITE.
By posting any Content on the Web Site, you hereby grant CB a royalty-free, fully paid up, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. The foregoing grant includes, without limitation, any copyrights and other intellectual property law in and to your Content.
You represent and warrant that (i) you own the Content posted by you on or through the Web Site or otherwise have the right to grant the license set forth in this Section 9, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content you posted to or through the Service.
You agree to each of the conditions in this Agreement and further agree that each of these conditions applies forever and broadly with regard to CB worldwide. Posting of Content to or through the Web Site, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of Content or is to be implied by our review and/or subsequent use of your Content. CB shall not be liable for any disclosure of any Content, including opinion(s) or suggestion(s), you post to or through the Web Site. You agree that you have not received the Content from another person and you are free to submit such Submissions to us on the Web Site. CB SHALL BE ENTITLED TO UNRESTRICTED USE OF ANY SUBMISSIONS IT MAY RECEIVE FROM YOU ON OR THROUGH THE WEB SITE, FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO YOU AS PROVIDER OF THE SUBMISSION. Once you have accepted such conditions, they are not subject to waiver or additional changes.
8. PROHIBITED CONDUCT.
You agree that you will not use the Service to: (a) upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to an CB representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; (e) upload, post, email or otherwise transmit any Content that you do not have a right to transmit 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); (f) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights“) of any party; (g) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose; (h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (k) “stalk” or otherwise harass another; or (l) collect or store personal data about other users.
CB assumes no responsibility for monitoring the Services for inappropriate Submissions or conduct. If at any time CB chooses in its sole discretion to monitor the Services, CB nonetheless assumes no responsibility for the Content, has no obligation to modify or remove any inappropriate Content, and has no responsibility for the conduct of the Users submitting any such Content.
Notwithstanding the foregoing, CB and its designees shall have the right to remove any Content that violates these TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by CB or submitted to CB. You acknowledge and agree that CB may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of CB, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
9. FOR INTERNATIONAL USERS.
In the event that you reside outside of the United States, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Note that some features on the Web Site may be available solely to United States users, as determined in our sole discretion.
You agree to defend, indemnify and hold CB, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of these TOS, or your violation of any rights of another.
11. NO RESALE OF SERVICE.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
12. GENERAL PRACTICES REGARDING USE AND STORAGE.
You acknowledge that CB may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on CB’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that CB has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that CB reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that CB reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
You agree that CB, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if CB believes that you have violated or acted inconsistently with the letter or spirit of the TOS. CB may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these TOS may be effected without prior notice, and acknowledge and agree that CB may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that CB shall not be liable to you or any third-party for any termination of your access to the Service.
14. CB’S PROPRIETARY RIGHTS.
You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software“) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. CB grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software for the purposes of accessing the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
15. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) CB MAKES NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CB OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS.
16. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
17. EXCLUSIONS AND LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
Notices to you, if any, may be made via either email or regular mail. The Service may also provide notices of changes to these TOS or other matters by displaying notices or links to notices on the Service generally.
19. TRADEMARK INFORMATION.
Clizbeats.com, the Clizbeats.com logo, and other Clizbeats.com logos and product and service names are trademarks and service marks of Clizbeats Productions, Inc. (the “CB Marks“). Without CB’s prior permission, you agree not to display or use in any manner, the CB Marks.
20. COPYRIGHT INFRINGEMENT AND COPYRIGHT AGENT.
We respect the intellectual property of others, and we ask our users to do the same. If you are the owner of a United States copyright and you believe that your work has been copied on the Web Site in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information:
-A physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; -A description of the copyrighted work or other intellectual property that you claim has been infringed; -A description of where the material that you claim is infringing is located on the Web Site; -Your address, telephone number, and e-mail address; -A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and -A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: Clizbeats Productions, Inc. 5500 Skyline Drive, Suite 6 Wilmington, DE 19808 302-239-5501 Attn: Copyright Agent
By e-mail: email@example.com
21. DISPUTES BETWEEN MEMBERS.
You are solely responsible for your interactions with other Users. CB reserves the right, but has no obligation, to monitor disputes between you and other Users and to terminate your account if CB determines, in its sole discretion, that doing so is prudent.
You agree that (a) any and all disputes, claims and causes of action arising out of, or connected with, the Web Site or the Service (including without limitation, any alleged violation of this Agreement, any controversy relating to the arbitrability of any dispute, or any claim that this Agreement (or any part thereof) is invalid, illegal or otherwise voidable (or void)) shall be resolved individually, without resort to any form of class action, and exclusively by arbitration to be held solely in Wilmington, Delaware under the auspices of the American Arbitration Association and pursuant to its Commercial Dispute Resolution Rules and Procedures; (b) YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE TO TRIAL BY JURY IN REGARD TO AN ARBITRABLE CLAIM, INCLUDING WITHOUT LIMITATION, ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THIS PROVISION; (c) any and all claims, judgments, liabilities and/or awards shall be limited to actual out-of-pocket costs incurred, including costs associated with your use of the Web Site or the Service, or otherwise accessing the Web Site or the Service, but in no event attorneys’ fees; and (d) under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim, punitive, special, incidental and/or consequential damages and any other damages, other than out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO PORTIONS OF THE ABOVE MAY NOT APPLY TO YOU. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. This arbitration provision shall be deemed to be self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Web Site or the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Web Site, the Service or any content or other material used or displayed on the Web Site or the Service.
All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, your rights and obligations, or our rights and obligations in connection with the Web Site or the Service, shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A., without giving effect to any choice of law or conflict of law rules (whether of the State of Delaware or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Delaware.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
A. Severability. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
C. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of CB. The remedies of CB under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under this Agreement shall not constitute a waiver of such right.
D. Survival. In the event this Agreement terminates as provided herein, Sections 9 and 12, Sections 16 through 20, and Sections 23 through 26 of this Agreement shall survive such expiration or termination.
Please report any Web Site abuse or other conduct prohibited by these Terms of Service to firstname.lastname@example.org.