IndieKazoo Terms of Service

USER ACCESS AGREEMENT

This is an agreement (the "Agreement") between you and IndieZazoo, LLC, a Texas limited liability company ("IndieKazoo"). By accessing and using IndieKazoo's website located at the URL "Indiekazoo.com" (the "IndieKazoo Website") you signify your agreement to the terms and conditions of use set forth below in this Agreement. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE INDIEKAZOO WEBSITE. If you do not agree to these terms and conditions of use, you may not access or otherwise use the IndieKazoo Website.

Modification of Agreement.  IndieKazoo reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the IndieKazoo Website or at a site that will be accessible from the IndieKazoo Website. Your continued access to the IndieKazoo Website following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s).

Access to IndieKazoo Website.  IndieKazoo shall provide you with login access to the IndieKazoo Website and via the World Wide Web. You shall be responsible for creating, maintaining, using and protecting your username and password utilized in accessing the IndieKazoo Website. You shall be responsible for accessing the World Wide Web and for using any third party software (including, but not limited to, a browser) to connect to the Website.

Modification of IndieKazoo Website.  IndieKazoo may change, suspend or discontinue any aspect of the IndieKazoo Website at any time, including the availability of any IndieKazoo Website feature, database, or Content. IndieKazoo may also impose limits on certain features and services or restrict your access to parts or all of the IndieKazoo Website without notice or liability.

User Identification.  Your IndieKazoo Website user identification is personal to you and may not be shared with any third person. You agree that you will be responsible for the actions of all persons who access the IndieKazoo Website through your computer or communications facilities, whether or not authorized by you. You will maintain your IndieKazoo Website password in strict confidence and you further agree not to share your password with third persons.

Intellectual Property of IndieKazoo.  The IndieKazoo Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. The contents of the IndieKazoo Website ("Content") are only for your personal, non-commercial use. All materials contained on the IndieKazoo Website are protected by copyright, and are owned or controlled by IndieKazoo or the party credited as the provider of the Content. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the IndieKazoo Website. You may download and copy Content and other downloadable items displayed on IndieKazoo Website for personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without the prior written permission from IndieKazoo or the copyright holder identified in the individual Content's copyright notice. "IndieKazoo" and other IndieKazoo product and service names are trademarks or service marks of IndieKazoo Filing, LLC. (the "IndieKazoo Marks"). Without the prior permission of IndieKazoo, you agree not to display or use the IndieKazoo Marks in any manner.

Restrictions on Use of IndieKazoo Website.  You agree to not use the IndieKazoo Website to: upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way; impersonate any person or entity, including, but not limited to, a IndieKazoo employee or official, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the IndieKazoo Website; upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available 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); upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.; upload, post, email, transmit or otherwise make available 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; upload, post, email, transmit or otherwise make available any material that contains embedded images; and interfere with or disrupt the IndieKazoo Website or servers or networks connected to the IndieKazoo Website, or disobey any requirements, procedures, policies or regulations of networks connected to the IndieKazoo Website; and intentionally or unintentionally violate any applicable local, provincial, national or international law. You represent, warrant and covenant that you are at least eighteen (18) years old.

Special Considerations Regarding Music.  Without limiting anything contained in this User Access Agreement, you agree not to upload, post, email, transmit or otherwise make available on the IndieKazoo Website any song (including "cover songs"), single, track, album, record or any other music (without limiting the definition of Content, the foregoing shall be referred to herein as the "Music") or any Content unless you (a) can prove you are the rightful owner of the Music or Content; or (b) you can prove you are the rightful licensee of such Music or Content. For more information on "cover songs" visit http://www.harryfox.com/public/licenseeServices.jsp.

Payment Processing and Product Fulfillment.  You acknowledge that IndieKazoo is not acting as a payment processor for any sale transactions between you and any purchaser of your Music, and that such transaction is strictly between such purchaser, you and any third party payment processor that you may use (such as PayPal®). IndieKazoo shall have no obligation or liability in connection with such payment processing. You further acknowledge that fulfilling any orders for your Music (other than electronic downloads of Music by end-users through the IndieKazoo Website in accordance with this Agreement) and any tangible items (including, without limitation, CDs) related to, containing or embodying any Music is, in each case, strictly your obligation and that IndieKazoo shall have no obligation or liability in connection therewith.

Registration Data.  You agree to provide IndieKazoo with accurate, complete, and undated information required by IndieKazoo's on-line registration form (collectively, the "Registration Data"), including your legal name, address, telephone number(s) and email address, and to promptly update any such Registration Data which thereafter changes. IndieKazoo reserves the right to treat any Registration Data or other information in its possession regarding users of the IndieKazoo Website as its proprietary data.

Responsibility for Communications.  By uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") to the IndieKazoo Website, you hereby grant to IndieKazoo a perpetual, worldwide, irrevocable, non-exclusive, royalty free limited right and license to use, copy, distribute, display, publicly perform, reproduce, transmit and modify such Communications in each case for the limited purposes of conducting IndieKazoo's business as may be constituted from time to time (including, without limitation, providing you with all IndieKazoo services pursuant to this Agreement) and for advertising and promotional uses in connection therewith, in all media now known or hereafter developed. You hereby waive all rights to any claim against IndieKazoo for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

Responsibility for Content.  You understand that all Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not IndieKazoo, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the IndieKazoo Website. IndieKazoo does not control the Content posted on the IndieKazoo Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the IndieKazoo Website, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will IndieKazoo be liable in any way for any Content, including, but not limited to, for 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, transmitted or otherwise made available via the IndieKazoo Website.

Removal of Materials.  IndieKazoo shall have the right to remove any material it deems 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 IndieKazoo or submitted to IndieKazoo Website. IndieKazoo does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the IndieKazoo Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. IndieKazoo reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the IndieKazoo Website.

Alleged Copyright Infringement.  Please contact IndieKazoo immediately to notify IndieKazoo if you believe your copyrighted material has been infringed (the "Alleged Infringement Notice"). In your notice to IndieKazoo, please provide (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the IndieKazoo Website; (d) your address, telephone number, and e-mail address; (e) 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 (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Send the requested information to:

Notice of Alleged Copyright
IndieKazoo
PO Box 201927
Austin, TX 78720-1927
e-mail:  claims@indiekazoo.com

Upon receipt of the alleged infringement notice, we will remove the allegedly infringing material (the "Allegedly Infringing Material") from the IndieKazoo Website and will notify the owner of such Allegedly Infringing Material (the "Allegedly Infringing Owner") of your notice. You acknowledge that such removal of material and notification of the Allegedly Infringing Owner of such the allegations contained in your Alleged Infringement Notice shall be the sole obligations of IndieKazoo regarding such material. IndieKazoo shall repost such material only upon (a) a joint written statement, signed by both you and the Allegedly Infringing Owner directing IndieKazoo to repost such Allegedly Infringing Material; or (b) a final, nonappealable court order of a court of competent jurisdiction directing IndieKazoo to repost such Allegedly Infringing Material.

Restriction or Denial of Access.  IndieKazoo reserves the right to restrict your access to any portion of the IndieKazoo Website or any of its features or functions, or to deny you access completely, for any reason or without reason, and without notice.

Disclosure of Materials.  You acknowledge and agree that IndieKazoo may preserve Content or Communications and may also disclose Content and Communications 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) respond to claims that any Content or Communication violates the rights of third-parties; or (c) protect the rights, property, or personal safety of IndieKazoo, the users of IndieKazoo Website and the public. You understand and acknowledge that IndieKazoo does not and cannot review all materials posted to the IndieKazoo Website by users, and IndieKazoo is not responsible for any such materials posted by users. However, IndieKazoo reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, that in IndieKazoo's sole discretion are objectionable or in violation of this Agreement.

Indemnity.  You hereby agree to indemnify, defend and hold IndieKazoo, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. IndieKazoo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of IndieKazoo.

Non-Confidential Nature of Communications.  You acknowledge that transmissions to and from IndieKazoo Website are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to IndieKazoo, no confidential, fiduciary, contractually implied or other relationship is created between you and IndieKazoo other than pursuant to this Agreement.

THE INDIEKAZOO WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE INDIEKAZOO WEBSITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INDIEKAZOO AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE INDIEKAZOO WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE INDIEKAZOO WEBSITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE INDIEKAZOO WEBSITE OR ANY LINKED SITE. FURTHER, INDIEKAZOO AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INDIEKAZOO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE INDIEKAZOO WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INDIEKAZOO WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INDIEKAZOO AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE INDIEKAZOO WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. UNDER NO CIRCUMSTANCES SHALL INDIEKAZOO OR ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY OF YOUR ACTIONS OR OMISSIONS, THE ACTIONS OR OMISSIONS OF ANY OTHER VISITOR TO THE INDIEKAZOO WEBSITE, OR THE ACTIONS OF INDIEKAZOO TAKEN TO RESTRICT OR DENY YOU ACCESS TO THE INDIEKAZOO WEBSITE OR TO REMOVE OR MODIFY ANY MATERIALS YOU POSTED THERETO. NOTHING ON THE INDIEKAZOO WEBSITE SHALL BE CONSTRUED AS THE GIVING OF LEGAL ADVICE BY INDIEKAZOO.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK.

UNDER NO CIRCUMSTANCES SHALL INDIEKAZOO BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE INDIEKAZOO WEBSITE EVEN IF INDIEKAZOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS RESTRICT THE ABILITY TO LIMIT SUCH LIABILITY SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL INDIEKAZOO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED $100.00.

No term or provision herein shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by IndieKazoo. Any consent by IndieKazoo to, or waiver of, a breach by you, whether expressed or implied, shall not constitute a consent to, or waiver of, or excuse for any other different or subsequent breach.

This Agreement constitutes the entire agreement between IndieKazoo and you with respect to your use of the IndieKazoo Website. Any cause of action you may have with respect to your use of the IndieKazoo Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. IndieKazoo disclaims any and all responsibility for content contained in any third party materials provided through links from the IndieKazoo Website.