TABLE OF CONTENTS
1. The Agreement
3. Use of the Service
5. Account Registration and Maintenance
6. Purchases and Payment
8. Breach of this Agreement
9. Liability; Disclaimer; Release
10. General Provisions
1. The Agreement
1.3 Your use of the Service may include the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON OR THROUGH THE SERVICE, INCLUDING NOTICES OF CANCELLATION, CONTRACTS, APPLICATIONS AND POLICIES.
2.01 You acknowledge and agree that all text, graphics, photographs, trademarks, logos, music, sounds, user interfaces, visual interfaces, artwork, computer code and all other related content ("Content"), including but not limited to the design, selection, structure, coordination, expression, the "look and feel" and arrangement of the Content, contained on the Service is owned, controlled or licensed by or to MadeLoud, and is protected by various intellectual property and unfair competition laws, including those relating to trade dress, trade secret, copyright, patent and trademark rights.
2.03 You agree that MadeLoud and its licensors reserve the right to change, remove, suspend or disable access to any products, Content or other materials comprising any part of the Service at any time without notice. You also agree that MadeLoud will not be liable for the removal of or disabling of access to any such products, Content or materials under this Agreement, in any event. You agree that MadeLoud may also impose limits on the use of or access to certain features or portions of the Service without notice or liability to you in any case.
2.04 Trademarks, service marks, graphics, logos and other commercial identifiers used in connection with the Service are the trademarks of their respective owners. You are granted no right or license with respect to any of these trademarks or any use of such trademarks.
3. Use of the Service
3.01 You must reside and have a billing address in the United States in order to purchase music from the Service. You agree not to attempt to use the Service from any location outside of the United States and agree to abide by any U.S. or other applicable export control laws. Specifically, no Content or Recordings may be downloaded through the Service or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading Content or Recordings or using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you agree not to attempt to upload materials or Content that is restricted from use outside of the United States.
3.02 You agree not to scan, probe, or test the vulnerability of the Service or any other service connected to the Service. You agree not to breach the authentication or security measures on the Service or any network connected to the Service. You agree not to trace, seek to trace, reverse look-up any information on any other user of or visitor to the Service, or any other customer of MadeLoud, including any MadeLoud account not owned by you, to its source, or exploit the Service or any service or information related thereto made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information. Moreover, you agree not to reverse engineer, decompile, disassemble, or translate the MadeLoud software or otherwise tamper with any of the security components related to the Content or the Service for any reason whatsoever. You agree that the Service and your activity on the Service may be controlled and monitored by MadeLoud for any reason, and MadeLoud reserves the right to enforce the terms of this Agreement with or without notice to you.
3.03 You agree not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any server of MadeLoud, or to any of the services offered on or through the Service, by hacking, password "mining" or any other illegitimate means. You agree not to use any "spider," "robot," "deep-link," "data mine," "page-scrape," or other automatic device, program, methodology or algorithm, or any similar or equivalent manual or combination manual/automatic process, to acquire, access, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service by MadeLoud.
3.04 You agree not to use any software, device, or routine that interferes or attempts to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service. You agree that you will not take any action, intentionally or unintentionally, that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or the systems or networks of MadeLoud, or any systems or networks connected to MadeLoud or the Service. You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to MadeLoud or any other person or entity on or through the Service or any service or network offered on or through the Service.
3.06 You agree that the Service, and any digital music purchased through the Service, may include a security framework using technology that protects digital information and limits your usage of such products to certain usage rules established by MadeLoud and/or its licensors ("Digital Rights Management Rules"). You agree to comply with such Digital Rights Management Rules, as outlined below, and you agree not to violate or attempt to violate any security components.
3.06.01 You agree that you are entitled to export, burn or copy digital music products solely for personal, noncommercial use in accordance with the Digital Rights Management Rules only.
3.06.02 The Service may enable you to listen to, view and/or read (as the case may be) music, images, video, text and other material that may be obtained by you in digital form (previously referred to as "Content"). You agree that all Content accessible through the Service embodies the intellectual property of a party other than yourself, is protected by law, and is provided solely for your personal and non-commercial use. You agree that you will not use any Content as a musical "ringer" or "ringtone" in connection with phone calls unless you specifically purchase a particular song as a ringtone from the Service. You agree that you will not engage in any redistribution, transmission, sale, broadcast, public performance, rental or lending, adaptation, sub-license or other use of the Content provided through the Service without the prior express written consent of the copyright owner. The respective copyright owners reserve all rights in law and in equity. However, in all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the Service will be limited by copyright law and by the Digital Rights Management Rules, as described in this Agreement and presented upon registration for the Service and during purchases made through the Service. The Digital Rights Management Rules approved by MadeLoud and/or the pertinent Content owner with respect to any Content shall govern your rights with respect to that Content regardless of whether unauthorized rules have been associated with that Content by another party.
3.06.03 You acknowledge and agree that any Recordings or other Content downloaded from the Service may be provided to you in MP3 format, or other generally accepted format MadeLoud decides to use, in its sole discretion.
3.06.04 MadeLoud reserves the right to change or modify the Digital Rights Management Rules at any time without further notice. Music purchased prior to any such change, however, will maintain the usage permissions that were in effect at the time of such music's purchase. Furthermore, MadeLoud and/or the owners of the Content may, from time to time, remove Content from the Service or modify Content without notice.
3.06.05 Any use of the sound recording embodied in a digital download, other than as permitted by the applicable Digital Rights Management Rules, is a violation of the copyright in such sound recording under applicable laws and is prohibited. While you have purchased a personal license to play, burn or transfer a song (as outlined above), you agree that you do not have any commercial or promotional rights to that song. You agree that the delivery of Content does not transfer to you any commercial or promotional use rights in the same.
3.06.06 You agree that your purchase of digital music products or other Content through the Service constitutes your acceptance of and agreement to use such products and Content solely in accordance with the Digital Rights Management Rules and other terms of this Agreement. Further, any unauthorized use of such products may constitute a copyright infringement. Any security technology associated with any Content is an inseparable part of such Content. You agree that the Digital Rights Management Rules govern your rights with respect to such Content, in addition to any other terms or rules that may have been established between you and another party.
3.06.07 You acknowledge that some of the aspects of the Service, Content, digital music products and administering of the Digital Rights Management Rules require the ongoing involvement of MadeLoud. Therefore, in the event that MadeLoud changes any part of the Service or discontinues the Service, which MadeLoud may do at its election, you acknowledge that you may no longer be able to use the digital music products provided through the Service to the same extent as prior to such change or discontinuation, and that MadeLoud shall have no liability to you in any such case.
4.01. MadeLoud's policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material or Content claimed to be the subject of infringing activity. If MadeLoud removes or disables access to comply with the Digital Millennium Copyright Act, we will make a good-faith attempt to contact the owner or administrator of the Content at issue in order that they may make a counter notification pursuant to Sections 512(g) of the DMCA. We will document all notices of alleged infringement on which we act.
4.01.01. A copyright holder must provide a written communication, which may be sent via regular mail or email that sets forth the items specified below. Note that you may be liable for damages, including costs and attorneys' fees, if you materially misrepresent that a product or activity is infringing your copyrights. If you are unsure as to whether certain material of yours is protected by copyright laws or is being infringed, we suggest that you contact an attorney prior to submitting a request.
4.01.02. Please use the following format in preparing and submitting your written notification:
(1) Identify the copyrighted work in sufficient detail that you believe has been infringed, including where the work appears;
(2) Identify the material that you claim infringes on your copyrighted work described in Item 1 above, including a detailed description of where the material appears;
(3) Provide your contact information including your telephone number, mailing address and email address; and
(4) Include the following statements in your written notification:
(i)"I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law."
(ii)"I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
(5) Please sign your written notification and send it to the following address:
2275 Westpark Court Suite 203
Euless, Texas 76040
4.01.03 If an Artist’s materials have been taken down from the Service, the Artist may make a counter notification pursuant to Section 512(g) of the Digital Millennium Copyright Act. When we receive a counter notification that is in accordance with Section 512(g) of the Act, we will reinstate the material in question. The Artist must provide a written communication, which may be sent via regular mail or email that sets forth the items specified below to make a counter notification.
4.01.04 To prepare and submit a written counter notification, an Artist must use the following the following format:
(1) Identify the URLs of the materials that MadeLoud has removed.
(2) Provide your name, mailing address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Dallas County, Texas, if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection 512(c)(1)(C) of the DMCA or an agent of such person.
(3) Include the following statements in your written notification: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
(4) Please sign your written counter notification and send it to the following address:
2275 Westpark Court Suite 203
Euless, Texas 76040
5. Account Registration and Maintenance
5.01 When you register your account as a Listener, you agree to provide current, accurate and complete information required to register with the Service and at other times as may be required in the course of using the Service (collectively, "Registration Data"). Registering as a Listener is optional and voluntary, but may be necessary to access certain areas, features, or Content contained in the Service. You acknowledge and agree that if you elect not to register with the Service, you may not be able to access certain areas, features or Content. You agree to provide a valid email address when you register with the service. You also agree to maintain and update your Registration Data as required to keep it current, accurate and complete. You agree that MadeLoud may terminate your rights to any part of or the entire Service if any information you provide is false, incomplete or inaccurate. MadeLoud reserves the right to reject any user name that is, in MadeLoud's sole and absolute judgment, offensive. You agree that MadeLoud may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.
5.02 As a registered Listener of the Service, you may receive or establish a user account ("Listener Account"). You agree that you are solely responsible for maintaining the confidentiality and security of your Listener Account. You agree that you are entirely responsible for all activities that occur on or through your Listener Account, and you agree to immediately notify MadeLoud of any unauthorized use of your Listener Account or any other breach of security. You agree to not reveal your Listener Account information to anyone else or use anyone else's Listener Account. You agree that MadeLoud is not responsible for any losses arising out of any use, whether authorized or unauthorized by you, of your Listener Account. You agree to use particular caution when accessing your Listener Account from a public or shared computer so that others are not able to view or record your password or other information about your Listener Account. You also agree to use the Service for your sole, personal use and agree not to authorize others to use the Service with your Listener Account or otherwise transfer your right to use the Service to any other person or entity. You also agree not to use the Service to advertise or solicit anyone to buy or sell products or services or to make donations of any kind without the express written permission of MadeLoud.
6. Purchases and Payment
6.01 MadeLoud accepts PayPal, Visa, MasterCard, American Express or Discover in U.S. funds drawn on U.S. banks for music purchases and other sales transactions involving users of the Service. You acknowledge that we are unable to accept credit cards for purchases from anyone from outside the U.S. When placing your order, the Service will obtain a pre-approval from the holder of your credit card or PayPal for the amount of your purchase. You agree to that amount being billed to your credit card or PayPal account at the time of purchase. If a purchase is declined, you agree to review your billing information to make sure it is correct and then resubmit.
6.02 You agree to pay for all products and sound recordings you purchase through the Service, and that MadeLoud may charge your credit card or PayPal account for any products you purchase, and for any additional amounts as may be accrued by or in connection with your User Account (including any taxes and late fees, as applicable). YOU AGREE THAT YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING MADELOUD WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT FOR PAYMENT OF ALL FEES.
6.03 All fees will be billed to the credit card or PayPal account that you designate during the registration process. If you want to designate a different credit card or PayPal account, or if there is a change in your credit card or PayPal account status, you agree to change your payment account information then on file with the Service.
6.04 Occasionally, technical problems may delay or prevent delivery of the product you purchase. You agree that your exclusive and sole remedy against MadeLoud with respect to such product, which is not delivered within a reasonable period of time, as determined by MadeLoud in its sole discretion, will be either replacement of such product or refund of the purchase price paid for such product.
6.05 The Service will charge sales tax for purchases made by users whose billing address is in Texas or where otherwise required by law.
6.06 You agree that no refunds will be given for digital music once it has been downloaded.
6.07 You acknowledge that MadeLoud is not a party to any sales transaction between you and another user of the Service, including sales transactions involving Merchandise, and that MadeLoud merely helps facilitate transactions between willing buyers and willing sellers. You also acknowledge and agree that MadeLoud has no control over and does not guarantee any user’s ability to sell or the ability of buyers to pay for Merchandise, or that a buyer or seller will actually complete a transaction. You acknowledge that MadeLoud does not transfer legal ownership of Merchandise from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of the Uniform Commercial Code or corresponding state laws under which legal ownership of an item is transferred upon physical delivery of the Merchandise to the buyer by the seller. You further acknowledge that MadeLoud cannot guarantee continuous or secure access to the Service, and operation of the Service may be interfered with by numerous factors outside of MadeLoud’s control. Accordingly, to the fullest extent legally permitted, MadeLoud excludes and disclaims all implied warranties, terms and conditions. You acknowledge that MadeLoud is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the Service, or your purchase of Merchandise. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
7.01 The Service may contain links to other independent third-party websites ("Links"). You agree that the Links are provided solely as a convenience to you and our visitors. You also agree that the Links are not under the control of MadeLoud, and that MadeLoud is not responsible for and does not endorse the content of such Links, including any information or materials contained on such Links. You acknowledge and agree that MadeLoud does not have any responsibility or liability for any information, data, communications or materials available on such Links. You agree that the Links are provided only for your convenience and you therefore access them at your own risk.
7.02 You acknowledge that the Service is available for individuals 15 years of age or older. If you under the age of 18, but over the age of 15, you agree to and represent that you have reviewed this Agreement with your parent or guardian to make sure that you and your parent or guardian understand and consent to the terms of this Agreement. MadeLoud does not permit registration by, and will not knowingly collect or use personally identifiable information from, anyone under 15 years old.
7.03 To enable the MadeLoud shopping cart application, you may need to set your web browser to allow cookies. You acknowledge that your failure to do so may adversely impact your shopping experience. You also acknowledge that using a slow internet connection may negatively affect your experience using the Service and that MadeLoud is not liable to you in any such case.
7.04 You agree that MadeLoud may, from time to time, present programming fixes, updates and upgrades to you, including version updates to the Service’s software. You acknowledge that your failure to incorporate such updates may affect your ability to use the Service.
7.05 You acknowledge that it may be necessary to store identifying information from your computer or other device on the device itself in order to track licenses for the songs you purchase from the Service.
7.06 In an attempt to help parents stay informed, MadeLoud may provide users of the Service with the option to label songs that potentially contain inappropriate content. Artists and record labels that make their music available on the Service may, but are not required to, label their own songs that contain strong language or depictions of violence, sex or substance abuse. Similarly, users of the Service may be given the option of reporting inappropriate material to MadeLoud. MadeLoud reserves the right to take whatever action it deems necessary in response to such reports. When you see a song with a warning label of any kind, parental discretion is advised. This is not a determination of whether or not this music is appropriate for a particular listener; it is merely a notice to consumers (parents in particular) that discretion is advised. Since this is a voluntary program and evaluating lyrical content is not an exact science, parents are encouraged to be aware of the music their children are listening to and to use the resources available to make informed decisions about purchases. In some cases, labels and artists may also make available an edited or "clean" version of a song or album. This is not a guarantee that the music will be free of any objectionable content; it is simply a notice to consumers that the album has been modified from the original and does not include all of the same content contained in the "explicit" version.
7.07 You acknowledge and agree that the Service and the information and Content contained therein are for informational and entertainment purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time, and you agree that MadeLoud is not liable for your reliance on such errors. Before you decide to act on information you find on the Service, you should independently confirm any facts that are important to your decision. The Service and its information providers make no warranty as to the reliability, accuracy, timeliness, usefulness or completeness of the information on the Service. MadeLoud is not responsible for any typographic errors in the Service.
7.08 The Service may include chat rooms, forums and/or other public-posting areas such as user comments ("User Generated Content"), and you acknowledge and agree that MadeLoud is granted nonexclusive, royalty license to reproduce any User Generated Content by you. You acknowledge that MadeLoud will not and cannot review every posting that may be made in those public areas. MadeLoud does not endorse or guarantee the accuracy of any posting regardless of its source or alleged source. MadeLoud is not responsible or liable for any material posted in any chat room or on any bulletin board, forum or chat room. MadeLoud has the right but not the obligation to monitor the content of the Service including, without limitation, the chat room, bulletin boards and forums to determine compliance with this Agreement and any operating rules established by MadeLoud and to satisfy any law, regulation or authorized government request. MadeLoud has the right in its sole and absolute discretion to edit, refuse to post or remove any material submitted to or posted on the Service. You hereby waive any and all rights you might have with respect to the alteration, modification or removal of any such content. Although MadeLoud prohibits it, users might post their e-mail addresses in these public areas. In the event such posting are made, you agree not to utilize these e-mail addresses for purposes of spamming (i.e., unsolicited e-mail).
7.9 By using the Service, you agree not to post any content which libels, defames, invades privacy or is indecent, obscene, pornographic, abusive, threatening, illegal, solicits gambling or engages in any gambling activity, contains a virus or other harmful component, infringes on the ability of others to enjoy the Service or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content, contains links to other sites that contain the kind of content which falls within the description set out above.
7.10 The Service may, from time to time, contain sweepstakes and other contests and promotions that require you to provide MadeLoud with material or information about yourself. Those sweepstakes, contests or promotions may be governed by a separate set of rules that may have eligibility requirements. You acknowledge and agree that it is your responsibility to read such rules to determine whether your participation, registration and/or entry are valid. You agree to read and comply with such rules before entering any sweepstakes, contest or promotion provided on the Service.
7.11 MadeLoud welcomes your comments but does not accept unsolicited submissions for Content, Services, or products and we cannot review your submissions. MadeLoud has adopted this policy to avoid misunderstandings about projects MadeLoud develops which may appear to be similar to someone else's idea, suggestion or material. If you choose to submit material to MadeLoud despite this request not to submit ideas, you acknowledge and agree that MadeLoud will not treat any submission as confidential. You further acknowledge and agree that MadeLoud will not be liable for any use or disclosure of that submission to any third party and/or for loss of any material submitted and that MadeLoud may use it for any purpose. By submitting material or suggestions to MadeLoud, you acknowledge that the material or suggestions may be identical with or similar to themes, plots, ideas, formats or other elements that MadeLoud has independently developed or that has or may come to MadeLoud from other sources. You represent and warrant that the submission is wholly original to you and its use will not violate the rights, common law or otherwise, of any kind or nature whatsoever of any third party or entity. Any submission or suggestion will become the sole property of MadeLoud and will not be returned to you and MadeLoud shall not be required to respond to any submission received. You agree that you are not entitled to any compensation of any kind by reason of MadeLoud's use of similar or identical material.
8. Breach of this Agreement
9. Liability; Disclaimer; Release
9.03 You agree that the disclaimer in Section 6.02 above applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. You agree that MadeLoud has the right to do any of the following, without notice, at any time: (1) to modify or change the Service, or any portion of the Service, and any applicable policies or terms; (2) to modify, suspend or terminate operation of or access to the Service, or any portion of the Service, for any reason; and (3) to interrupt the operation of the Service, or any portion of the Service, as necessary to perform routine or non-routine maintenance, error correction or other changes.
9.04 In the event that you have a dispute with one or more other users of the Service for any reason, you hereby release MadeLoud (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and/or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
9.05 Further, in the event you have a dispute with any third party (including any artist in the entertainment industry) that for any reason arises out of any special promotion offered by MadeLoud, you hereby release MadeLoud (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
10. General Provisions
10.01 You agree to indemnify and hold MadeLoud, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, and any of its third-party technology providers, harmless from any demands, loss, liability, claims or expenses, including attorneys' fees, made against MadeLoud by any third party due to or arising out of, or in connection with, your use of the Service.
10.02 You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Dallas County, Texas, and waive any objection to jurisdiction or venue.
10.03 Any offer for any feature, product or service made on the Service is void where prohibited. MadeLoud administers and operates the Service from its location in Dallas, Texas, USA; other MadeLoud websites may be administered and operated from various locations inside and outside of the United States. Although the Service is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Service are available to all persons or in all geographic locations, or appropriate, available, permissible for use outside the United States. MadeLoud reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. If you choose to access the Service from outside the United States, you agree that you are doing so on your own initiative and that you are solely responsible for complying with all applicable laws.
10.06 You acknowledge and agree that you and MadeLoud are independent contractors, and have no agency, partnership, joint venture, employer-employee, franchisor-franchisee or other relationship with each other. You further acknowledge and agree that the relationship between MadeLoud and every other user of the Service is that of independent contractors, and that MadeLoud has no agency, partnership, joint venture, employer-employee, franchisor-franchisee or other relationship with any other user of the Service.