|
Effective
Date: November 10, 2005 |
|
EZ-TRACKSŪ TERMS AND CONDITIONS |
|
Welcome to the
EZ-TracksŪ website located at www.ez-tracks.com (the "Website").
The Website is brought to you by EZ-TracksŪ ("EZ-TracksŪ,"
"we" or "us"), a Traffix, Inc. ("Traffix")
property. By using and/or accessing the Website and/or the EZ-TracksŪ online
music service (the "Service"), you are agreeing to comply with, and
be bound by, the following terms and conditions (the "Agreement").
Please review the following Agreement carefully. If you do not agree to this
Agreement in its entirety, you are not authorized to use this Website
and/or Service in any manner or form, whatsoever. |
|
|
|
1. Acceptance
of Agreement. This
Agreement constitutes the entire agreement between you and EZ-TracksŪ and
supersedes all prior or contemporaneous agreements, representations,
warranties and/or understandings with respect to the Website and/or Service.
EZ-TracksŪ may, from time to time, modify this Agreement and will post a copy
of the amended Agreement on its website. If you do not agree to the amended
Agreement, your only remedy is to stop using the Website and/or Service or,
if applicable, cancel your EZ-TracksŪ membership ("Membership").
The latest Agreement will be posted on the Website, and you should review the
Agreement prior to using the Website and/or Service. By your continued use of
the Website and/or Service, you hereby agree to all of the terms and
conditions contained within the Agreement effective at that time. Therefore,
you should regularly check this webpage for any updates and/or changes. |
|
|
|
2. The
Service. The
Service allows you to listen to previews of sound recordings online
("Preview Titles") and obtain downloads of these and other sound
recordings ("Download Titles"). The Website, Service and Download
Titles are made available to you only for your own personal, non-commercial
use. Many of the songs available through the Service are performed by their
original artists. Notwithstanding the foregoing, you understand and agree
that most of the available songs are performed by other musicians in the
style of the original artists. |
|
|
|
3. License Grant. As a
visitor to the Website and/or member of the Service, you are granted a limited,
non-exclusive, non-transferable license to access and use the Website (and
its associated content) and/or Service in accordance with this Agreement.
EZ-TracksŪ may terminate this license at any time for any reason, whatsoever.
You may use the Website and/or Service on one computer for your own personal,
non-commercial use. No part of the Website and/or Service may be reproduced
in any form or incorporated into any information retrieval system, electronic
or mechanical. You may not use, copy, emulate, clone, rent, lease, sell,
modify, decompile, disassemble, reverse engineer or transfer the Website
and/or Service, Website content or any portion thereof. EZ-TracksŪ reserves
any rights not explicitly granted in this Agreement. You may not use any
device, software or routine to interfere or attempt to interfere with the
proper working of the Website and/or Service. You may not take any action
that imposes an unreasonable or disproportionately large load on the
EZ-TracksŪ infrastructure. As a Website visitor, your limited license is
provided solely for access to the Website in order to obtain information
about EZ-TracksŪ and to apply for Membership. Website visitors are not
authorized to access any Download Titles, content and/or data available to
those individuals with Memberships. |
|
|
|
4. Proprietary Rights.
The content, organization, graphics, design, compilation, magnetic
translation, digital conversion, software and other matters related to the
Website and/or Service is protected under applicable copyrights, trademarks
and other proprietary (including, without limitation, intellectual property)
rights. The copying, redistribution and/or publication by you of any part of
the Website and/or Service is strictly prohibited. You do not acquire
ownership rights to any Download Titles, content, document, software,
services and/or other materials downloaded, previewed and/or viewed at or
through the Website and/or Service. The posting of Preview Titles, Download
Titles, information and/or material at the Website and/or Service by
EZ-TracksŪ does not constitute a waiver of any right in such Preview Titles,
Download Titles, information and/or materials. |
|
|
|
5. Promotions, Billing and Fulfillment. Each
Download Title may have an associated "suggested download price"
(the "Download Price"). However, EZ-TracksŪ reserves the right to
offer promotions in connection with the Service. Some examples of promotions
are, without limitation, instant credits for select members, volume discounts
for multiple Download Title purchases and/or Download Titles available for a
limited time at no cost. EZ-TracksŪ will supply complete terms, conditions
and restrictions associated with any such promotion at the time that such
promotion is available. However, you are free to purchase Download Titles at
the Download Price at any time. |
|
|
|
6. Modifications,
Changes to Website and Service. EZ-TracksŪ reserves the right, at
any time, to modify or discontinue, temporarily or permanently, the Website
and/or Service (or any part thereof) with or without notice to you, without
any liability to you or to any third party. |
|
|
|
7. Privacy Policy. Use
of the Website and/or Services is subject to our Privacy Policy, which is
hereby incorporated into, and made part of, this Agreement. We reserve the
right, and you authorize us, to use information regarding your Website and/or
Service use and any and all other personal information provided by you in any
manner consistent with our Privacy Policy. |
|
|
|
8. Allegations of Infringement. If
EZ-TracksŪ receives a notice alleging that you have engaged in behavior that
infringes upon the intellectual property rights of EZ-TracksŪ and/or a third
party, or reasonably suspects the same, EZ-TracksŪ may suspend or terminate
your Membership without notice to you. If EZ-TracksŪ suspends or terminates
your Membership under this Section 8, it shall have no liability or
responsibility to you, including liability for any amounts that you have
previously paid. |
|
|
|
9. Third Party Websites. The
Website may provide, and/or third parties may provide, links to other
Internet websites and/or resources. Because EZ-TracksŪ has no control over
such third party websites and/or resources, you hereby acknowledge and agree
that EZ-TracksŪ is not responsible for the availability of such third party
websites and/or resources. Furthermore, EZ-TracksŪ does not endorse, and is
not responsible or liable for, any terms and conditions, privacy policies,
content, advertising, products and/or other materials at or available from
such third party websites or resources, or for any damages and/or losses
arising therefrom. |
|
|
|
10. Injunctive Relief. You
agree that any unauthorized use of the Website, Service and /or Download
Titles would result in irreparable injury to EZ-TracksŪ and/or its affiliates
or licensors for which money damages would be inadequate. In such event
EZ-TracksŪ, its affiliates and/or licensors, as applicable, shall have the
right, in addition to other remedies available to it pursuant to this
Agreement, to immediate injunctive relief against you. Nothing contained in
this Agreement shall be construed to limit remedies available pursuant to
statutory or other claims that EZ-TracksŪ, its affiliates and/or licensors
may have under separate legal authority. |
|
|
|
11. Indemnification. You
agree to indemnify, defend and hold EZ-TracksŪ, Traffix, and their parents
and subsidiaries, and each of their respective executives, officers,
directors, employees, agents and attorneys, harmless against any and all
liabilities, claims, actions, suits, proceedings, judgments, fines, damages,
costs, losses and expenses (including settlement costs and/or reasonable
attorneys' fees) arising from or related to: 1) your breach of any provision
of this Agreement; 2) your use of the Website and/or Service, in any manner
whatsoever; and 3) any unauthorized use of your Membership. |
|
|
|
12.Termination. EZ-TracksŪ
may, in its sole discretion, terminate this Agreement and/or suspend your
Membership at any time without notice to you, in the event that you breach
(or EZ-TracksŪ reasonably suspects, in its sole discretion, that you have
breached) any provision of this Agreement. If EZ-TracksŪ terminates this
Agreement, or suspends your account for any of the reasons set forth in this
Agreement, EZ-TracksŪ shall have no liability or responsibility to you, and
EZ-TracksŪ will not refund any amounts that you have previously paid. |
|
|
|
13.DISCLAIMERS. THE
WEBSITE, SERVICE AND ASSOCIATED CONTENT ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS OR IMPLIED,
ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, SERVICE AND/OR
ASSOCIATED CONTENT MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
EZ-TRACKSŪ AND TRAFFIX HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF, OR
INABILITY TO USE, THE WEBSITE, SERVICE AND ASSOCIATED CONTENT. IN PARTICULAR,
BUT NOT AS A LIMITATION THEREOF, EZ-TRACKSŪ AND TRAFFIX ARE NOT LIABLE FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING
DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE),
WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL
ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EZ-TRACKSŪ AND YOU. THE WEBSITE,
SERVICE AND ASSOCIATED CONTENT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH
LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM US THROUGH THE WEBSITE AND/OR SERVICE SHALL CREATE ANY WARRANTY,
REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. |
|
|
|
14. Other Restrictions. The
Website and/or Service is available only to individuals who can enter into
legally binding contracts under applicable law. However, the Website and/or
Service is not intended for use by individuals under the age of 13. If you
are under the age of 13, you do not have authorization to use the Website
and/or Service. If you are under the age of 18, you must receive your
parents or legal guardians authorization before using the Website and/or
Service. Currently, EZ-TracksŪ is
only available to residents of the United States and Canada (and the United
Kingdom, if the Website and Service are clearly marketed to the United
Kingdom). You understand and acknowledge that you may not register for,
access, or use the Website and/or Service from countries other than these
jurisdictions. You agree to abide by the applicable United States export
control laws and any other applicable laws, rules and/or regulations with
respect to the Service and Download Titles. 15. Online Content/Conduct. As a Member, you agree that you are solely responsible for the content and/or information that you upload, publish, transmit and/or post in connection with the Service and/or Website. You agree to use the Website and Service in a manner consistent with any and all applicable laws, rules and regulations and with the highest regard to the intellectual property rights of any and all intellectual property holders, EZ-TracksŪ and its licensors. Members are solely responsible for the accuracy, completeness or usefulness of content that the Member posts. EZ-TracksŪ does not adopt nor endorse, nor is responsible for the accuracy, completeness or reliability of any opinion, advice or statement made on or through the Service and/or Website. You understand and agree that EZ-TracksŪ will not be responsible for any loss or damage resulting from a third party's reliance on information or other content posted on or through the Service and/or Website by you. In addition, without limitation, you agree not to:
EZ-TracksŪ reserves the right, but has no obligation, to reject any content that does not comply with these prohibitions or for any reason at all. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of this Agreement and may result in termination of your Membership, in the sole discretion of EZ-Tracks Ū, pursuant to the terms of this Agreement. EZ-Tracks Ū reserves the right to pursue any and all legal remedies against individuals who engage in the aforementioned prohibited conduct. . 16. Member Disputes. EZ-TracksŪ does not control the information provided by other Members that are made available through our system. You may find other Member's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and safety when using the Website. You are solely responsible for your interactions with other Members. Because EZ-TracksŪ is not directly involved in Member interactions, in the event that you have a dispute with one or more members or those who have posted, viewed or used information on the Website, you hereby release EZ-TracksŪ from any and all claims, demands and damages (actual, indirect and/or otherwise 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 and/or arising out of your use of the Website and/or Services. EZ-TracksŪ reserves the right, but has no obligation, to monitor disputes between you and other Members. |
|
|
|
17. Copyright Policy. EZ-TracksŪ
respects the intellectual property of others, and we ask our users to do the
same. EZ-TracksŪ may, in appropriate circumstances and at its discretion,
disable and/or terminate the Memberships of those who may be infringing upon
the intellectual property rights of others. If you believe that your work has
been copied in a way that constitutes copyright infringement, or your
intellectual property rights have been otherwise violated at the Website
and/or Service, please provide EZ-TracksŪ' copyright agent with the following
information: · A physical or electronic
signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed. · Identification of the
copyrighted work claimed to have been infringed, or, in the case of multiple
copyrighted works, a representative list of such works. · Identification of the
material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled and
information reasonably sufficient to permit EZ-TracksŪ to locate the
material. · Information reasonably
sufficient to permit EZ-TracksŪ to contact you, such as an address, telephone
number and, if available, an electronic mail address at which you may be
contacted. · A statement that you have a
good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent or the law. · A statement that the
information in the notification is accurate and, under penalty of perjury,
that you are authorized to act on behalf of the owner of an exclusive right
that is allegedly infringed. |
|
|
|
18. Equipment. You
shall be responsible for obtaining and maintaining all telephone, computer
hardware and any and all other equipment needed for access to, and use of,
the Website and/or Service, and all charges related thereto. In addition, you
are solely responsible for obtaining and maintaining software and/or hardware
to listen to Preview Titles and Download Titles. |
|
|
|
18. Miscellaneous. This
Agreement shall be treated as though it were executed and performed in New
York, New York and shall be governed by and construed in accordance with the
laws of the state of New York (without regard to conflict of law principles
and the Convention on Contracts for the International Sale of Goods). Should
a dispute arise concerning the Website, Service and/or terms and conditions
of this Agreement, you agree that the appropriate, convenient and exclusive
venue for any and all dispute resolution shall be the court of appropriate
jurisdiction in New York, New York.
To the extent permitted by applicable law, you agree to waive any
right that you may have to participate in any class action litigation
involving, related to or arising from the Website and/or Service. Should any part of this Agreement be held
invalid or unenforceable by a competent court, that portion shall be
construed consistent with applicable law and the remaining portions shall
remain in full force and effect. To
the extent that anything in or associated with the Website and/or Service is
in conflict or inconsistent with this Agreement, this Agreement shall take
precedence. Our failure to enforce any provision of this Agreement shall not
be deemed a waiver of such provision nor of the right to enforce such
provision. No relationship other than
that of a service provider and customer shall be created through operation of
this Agreement. |
|
|
|
19. Legal Warning. Any
attempt by any individual, whether or not an EZ-TracksŪ member, to damage,
destroy, tamper with, vandalize and/or otherwise interfere with the operation
of this Website and/or Service, is a violation of criminal and civil law and
EZ-TracksŪ and/or Traffix will diligently pursue any and all remedies in this
regard against any offending individual or entity to the fullest extent
permissible by law and in equity. |
|
|
|
20. Customer Service. You
may reach an EZ-TracksŪ customer service representative by sending an e-mail
to: service@EZ-Tracks.com. |
|
|
|
|
|
Copyright © 2009 EZ-TracksŪ. All rights reserved. |
|
|