- Terms of Use
Welcome to Musicshake!
MUSICSHAKE, INC., ITS PARENT, SUBSIDIARIES AND AFFILIATES (TOGETHER, “MUSICSHAKE”) PROVIDES ITS WEBSITE, MUSICSHAKE.COM, AND RELATED SERVICES, INCLUDING THE MUSICSHAKE PROGRAM (TOGETHER, THE "SITE") TO YOU SUBJECT TO THE FOLLOWING USER AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW AND THE MUSICSHAKE PRIVACY POLICY, WHICH IS SPECIFICALLY INCORPORATED INTO THIS AGREEMENT. MUSICSHAKE CAN CHANGE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED USER AGREEMENT ON THIS SITE OR SENDING REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE. IF YOU HAVE ANY QUESTIONS ABOUT THE AGREEMENT, YOU MAY CONTACT US AT INFO@MUSICSHAKE.COM.
IF YOU CREATE MUSIC USING THE MUSICSHAKE PROGRAM, WHICH INCLUDES MUSICSHAKES’S MUSIC FILES, OR UPLOAD YOUR CONTENT AND MAKE IT AVAILABLE FOR DOWNLOAD BY OTHER USERS ON THIS SITE, YOU GRANT THE ADDITIONAL RIGHTS SET FORTH IN THE NON-EXCLUSIVE LICENSE AGREEMENT THAT IS INCORPORATED HEREIN BY THIS REFERENCE.
This Agreement applies to all users of the Site, including users who contribute content, information, ideas, and other materials or services on the Site. The Site may contain links to third party websites that are not owned or controlled by Musicshake. Musicshake has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using this Site, you specifically release Musicshake from any and all liability arising from your use of any third-party website.
The Site is subject to scheduled and unscheduled service interruptions. All aspects of the Site are subject to change or elimination at Musicshake's sole discretion. Musicshake reserves the right to interrupt the operation of the Site with or without prior notice for any reason or no reason. You agree that Musicshake will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as otherwise specifically provided in Musicshake's billing policies posted at http://eng.musicshake.com/zc/FAQ.html you shall not be entitled to any refunds of fees for interruption of the Site or failure to perform. Musicshake has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.
In the event you choose to use paid aspects of the Site, you agree to the posted pricing and billing policies on the Site. Certain aspects of the Site are provided for a fee or other charge. These fees and charges are described on the Site, and in the event you elect to use paid aspects of the Site, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted or linked at (http://eng.musicshake.com/zc/FAQ.html). Musicshake may add new services for additional fees and charges, or proactively amend fees and charges for existing services, at any time in its sole discretion.
Account Registration and Requirements
You must establish an account with Musicshake (your "Account") to use the Site, except for those portions of the Site to which Musicshake allows access without registration. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Musicshake, directly or through third parties, to make any inquiries we consider necessary to validate your Registration Data. Musicshake reserves all rights to vigorously pursue legal action against all persons who misrepresent personal information or are otherwise untruthful about their identity, and to suspend or cancel Accounts registered with inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that Musicshake cannot guarantee the accuracy of any information submitted by any user of the Site, nor any identity information about any user.
You must be 13 years of age or older to access Musicshake. Musicshake cannot absolutely control whether minors or adults gain unauthorized access to the Site.
You must be at least 13 years of age to use the Site. If you reside in a jurisdiction where the age of majority is greater than 18 years old, you are prohibited from accessing the Site until you have reached such age of majority. By accepting this Agreement in connection with an Account, you represent that (i) you are at least 13 years of age; (ii) you have read and accept this Agreement; (iii) your parent or legal guardian has consented to you having an Account, and to providing your personal information for your Account; and (iv) your parent or legal guardian has read and accepted this Agreement.
You need to use an account name in Musicshake which is not misleading, offensive or infringing. You must select and keep secure your account password. You may not select as your Account name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; a name which may mislead other users to believe you to be an employee of Musicshake; or a name which Musicshake deems in its discretion to be vulgar or otherwise offensive. Musicshake reserves the right to delete or change any account name for any reason or no reason. You are fully responsible for all activities conducted through your Account or under your account name. At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorizing the disclosure of, your password or from use by any person of your password to gain access to your Account or Account name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Site. Your disclosure of your password to any other person is entirely at your own risk.
Account registrations are limited per unique person. Musicshake may require you to submit an indication of unique identity in the account registration process; e.g. credit card or other payment information, or other information requested by Musicshake. When an account is created, the information given for the account must match the address, phone number, and/or other unique identifier information associated with the identification method. You may not transfer your Account to any third party without the prior written consent of Musicshake.
You may cancel your Account at any time; however, there are no refunds for cancellation. Upon your election to cancel, your Account will be cancelled within 24 hours, but if you have paid for a period in advance you will be allowed to use the remaining time according to this Agreement unless your Account or this Agreement is suspended or terminated based on our belief that you have violated this Agreement. There will be no refunds for unused Shake Cash (as described below), any unused time on a subscription or any prepaid fees for any portion of the Site.
Musicshake may suspend or terminate your Account at any time, without refund or obligation to you. Musicshake has the right at any time for any reason or no reason to suspend or terminate your Account, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you. In the event that Musicshake suspends or terminates your Account or this Agreement, you understand and agree that you shall receive no refund or exchange, including for any unused Shake Cash, time on a subscription, any license or subscription fees, any content or data associated with your Account, or for anything else.
Accounts affiliated with delinquent accounts are subject to remedial actions related to the delinquent account. Your Account may be suspended or terminated for your breach of this Agreement or your payment delinquency (in each case as determined in Musicshake's sole discretion).
License Terms and Other Intellectual Property Terms
You have a nonexclusive, limited, revocable license to use the Site while you are in compliance with this Agreement and other agreements between you and Musicshake. Subject to the terms of this Agreement, Musicshake grants to you a non-exclusive, limited, fully revocable license to use the Site during the time you are in full compliance with this Agreement. Nothing in this Agreement, or on the Site, shall be construed as granting you any other rights or privileges of any kind with respect to the Site. You acknowledge that your use of the Site, including your creation or uploading of User Content, as described below, does not make you a Musicshake employee and that you do not expect to be, and will not be, unless otherwise agreed between you and Musicshake, compensated by Musicshake for such activities.
The interactive nature of postings on the Site makes it impossible for us to assume responsibility for any User Content posted by users. The ideas, suggestions, opinions, comments, and observations made by the Site’s users, and any text, data, photographs, video, sound, music (including music created with the Musicshake Program), chat, messages, files or any other material provided to us by users (all of which are referred to as "User Content") are not endorsed by Musicshake, and we make no guarantee regarding the reliability, accuracy, or quality of any User Content that is posted on the Site. You acknowledge that you will evaluate and bear any risks related to your use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. All User Content posted to the Site are the sole responsibility of the person who originally posted the User Content, and your sole recourse for any damage you may suffer as a result of User Content shall be to such individual.
You shall be solely responsible for your own User Content and the consequences of posting or publishing them. You retain all of your ownership rights in your User Content. However, by submitting the User Content to Musicshake, you hereby grant, and you represent and warrant that you have the right to grant, Musicshake a irrevocable, worldwide, non-exclusive, perpetual, royalty-free, fully paid-up, sub-licensable, transferable right and license to sell, use, reproduce, incorporate into other works, distribute, publicly perform, prepare derivative works of, display, and perform (in any format, whether digital or analog) the User Content in connection with the Site and Musicshake’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media now known or hereafter developed.
If you choose to post User Content on the Site, we require that you adhere to generally accepted rules of etiquette and standards of behavior, and that your use of the Site reflects your respect for the legal rights of users connected with the Site. You understand that Musicshake does not guarantee any confidentiality with respect to any User Content.
Musicshake expressly disclaims any and all liability in connection with User Content. Musicshake reserves the right to remove User Content in its sole discretion and without prior notice. Musicshake also reserves the right to terminate a user's access to the Site at any time in its sole discretion and without prior notice.
You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to your User Content hereunder; (ii) you are solely responsible for, and Musicshake will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (iii) Musicshake's acknowledgement hereunder of your intellectual property rights in your User Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of Musicshake's intention not to require users of the Site to forego certain intellectual property rights with respect to User Content they create using the Site, subject to the terms of this Agreement.
Musicshake retains ownership of the account and related data, regardless of intellectual property rights you may have in content you create or otherwise own. You agree that even though you may retain certain copyright or other intellectual property rights with respect to User Content, you do not own the account you use to access the Site, nor do you own any data Musicshake stores on Musicshake servers (including without limitation any data representing or embodying any or all of your User Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of Musicshake.
Intellectual Property Rights
The content on the Site, except certain User Content, including without limitation, the text, graphics, sounds and photos created by and for Musicshake, interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Musicshake, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All content, including programs and content you download on the Site, whether in exchange for payment or free of charge, is provided to you AS IS for your information and personal use only and may not be used, reverse engineered, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of Musicshake or as expressly provided herein. Musicshake reserves all rights not expressly granted in and to the Site and the content contained therein.
You agree to not engage in the use, copying, or distribution of any of the content other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the Site for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.
Without a written license agreement, Musicshake does not authorize you to make any use of its trademarks. Musicshake reserves all right, title, and interest in the Musicshake marks and does not authorize you to display or use any Musicshake mark in any manner whatsoever. If you have a written license agreement with Musicshake to use a Musicshake mark, your use shall comply strictly with that agreement's terms and conditions and use guidelines.
You will comply with the processes of the Digital Millennium Copyright Act regarding copyright infringement claims covered under such Act. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found Musicshake can be identified and removed via Musicshake's DMCA compliance, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
Shake Cash
Shake Cash is a limited license right available for purchase or free distribution at Musicshake's discretion. You acknowledge that the Site includes a component of fictional currency ("Shake Cash"), which constitutes a limited license right to use a feature of our site or download certain content, as, and if allowed by Musicshake. Musicshake may charge fees for the right to use Shake Cash, or may distribute Shake Cash without charge, in its sole discretion. Regardless of terminology used, Shake Cash represents a limited license right governed solely under the terms of this Agreement, and, except as specifically set forth in the http://eng.musicshake.com/zc/FAQ.html, are not redeemable for any sum of money or monetary value from Musicshake at any time. You agree that Musicshake has the absolute right to manage, regulate, control, modify and/or eliminate Shake Cash as it sees fit in its sole discretion, in any general or specific case, and that Musicshake will have no liability to you based on its exercise of such right.
Conduct by Musicshake Users
In using this Site, you agree to not:
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, download, post, email or otherwise transmit any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
upload, download, post, email or otherwise transmit any content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
upload, download, post, email or otherwise transmit false or misleading information;
disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites.
access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites;
incorporate images or names that would violate a person's right of privacy or publicity.
You acknowledge that Musicshake does not pre-screen User Content, but that Musicshake and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any content on the Site. Musicshake and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable to Musicshake. 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. You acknowledge that you may not rely on any content created by or submitted to Musicshake.
You acknowledge and agree that Musicshake may preserve User Content and may also disclose them if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any User Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Musicshake, its users and the public.
You understand that the technical processing and operation of the Site, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
Musicshake takes no responsibility and assumes no liability for any content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Musicshake and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, User Content, content or materials on the Site. You agree to indemnify Musicshake and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
DISCLAIMERS OF WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION
All data on Musicshake's servers are subject to deletion, alteration or transfer.
When using the Site, you may accumulate content that reside as data on Musicshake's servers.
THESE DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON MUSICSHAKE'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN MUSICSHAKE'S SOLE DISCRETION. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU CREATE USING THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, MUSICSHAKE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON MUSICSHAKE'S SERVERS. YOU UNDERSTAND AND AGREE THAT MUSICSHAKE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MUSICSHKE AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MUSICSHAKE DOES NOT MAKE ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT MUSICSHAKE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITE OR ANY CONTENT CONTAINED THEREIN.
YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT MUSICSHAKE DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, MUSICSHAKE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THIS SITE.
YOU ACKNOWLEDGE THAT MUSICSHAKE MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUSICSHAKE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL MUSICSHAKE OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), THE MUSICSHAKE PROGRAM, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT MUSICSHAKE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL MUSICSHAKE'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (US$50.00). SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO TO THE EXTENT THAT ANY SUCH LIMITATION IS IMPERMISSIBLE, SUCH LIMITATION MAY NOT APPLY TO YOU. YOU AGREE THAT MUSICSHAKE CANNOT BE HELD RESPONSIBLE OR LIABLE FOR ANYTHING THAT OCCURS OR RESULTS FROM ACCESSING OR SUBSCRIBING TO THE SITE.
Indemnity
You agree to defend, indemnify and hold harmless Musicshake, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of your submitted Content caused damage to a third party, or (v) your actions caused loss of Content. This defense and indemnification obligation will survive this Agreement and your use of the Site.
General Provisions
The Site is controlled and operated by Musicshake from its offices within the State of California, United States of America. Musicshake makes no representation that any aspect of the Site is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws.
Musicshake's failure to act with respect to a breach by you or others does not waive Musicshake's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Musicshake under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Musicshake. All or any of Musicshake's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of Musicshake's assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of Musicshake, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Musicshake shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Musicshake.
This Agreement sets forth the entire understanding and agreement between you and Musicshake with respect to the subject matter hereof. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Musicshake may give notice to you by means of a general notice on our website, after log-in to your Account, by electronic mail to your e-mail address in our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All notices given by you or required under this Agreement shall be faxed to 213.596.9107.
MUSICSHAKE, INC., ITS PARENT, SUBSIDIARIES AND AFFILIATES (TOGETHER, “MUSICSHAKE”) PROVIDES ITS WEBSITE, MUSICSHAKE.COM, AND RELATED SERVICES, INCLUDING THE MUSICSHAKE PROGRAM (TOGETHER, THE "SITE") TO YOU SUBJECT TO THE FOLLOWING USER AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW AND THE MUSICSHAKE PRIVACY POLICY, WHICH IS SPECIFICALLY INCORPORATED INTO THIS AGREEMENT. MUSICSHAKE CAN CHANGE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED USER AGREEMENT ON THIS SITE OR SENDING REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE. IF YOU HAVE ANY QUESTIONS ABOUT THE AGREEMENT, YOU MAY CONTACT US AT INFO@MUSICSHAKE.COM.
IF YOU CREATE MUSIC USING THE MUSICSHAKE PROGRAM, WHICH INCLUDES MUSICSHAKES’S MUSIC FILES, OR UPLOAD YOUR CONTENT AND MAKE IT AVAILABLE FOR DOWNLOAD BY OTHER USERS ON THIS SITE, YOU GRANT THE ADDITIONAL RIGHTS SET FORTH IN THE NON-EXCLUSIVE LICENSE AGREEMENT THAT IS INCORPORATED HEREIN BY THIS REFERENCE.
This Agreement applies to all users of the Site, including users who contribute content, information, ideas, and other materials or services on the Site. The Site may contain links to third party websites that are not owned or controlled by Musicshake. Musicshake has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using this Site, you specifically release Musicshake from any and all liability arising from your use of any third-party website.
The Site is subject to scheduled and unscheduled service interruptions. All aspects of the Site are subject to change or elimination at Musicshake's sole discretion. Musicshake reserves the right to interrupt the operation of the Site with or without prior notice for any reason or no reason. You agree that Musicshake will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as otherwise specifically provided in Musicshake's billing policies posted at http://eng.musicshake.com/zc/FAQ.html you shall not be entitled to any refunds of fees for interruption of the Site or failure to perform. Musicshake has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.
In the event you choose to use paid aspects of the Site, you agree to the posted pricing and billing policies on the Site. Certain aspects of the Site are provided for a fee or other charge. These fees and charges are described on the Site, and in the event you elect to use paid aspects of the Site, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted or linked at (http://eng.musicshake.com/zc/FAQ.html). Musicshake may add new services for additional fees and charges, or proactively amend fees and charges for existing services, at any time in its sole discretion.
Account Registration and Requirements
You must establish an account with Musicshake (your "Account") to use the Site, except for those portions of the Site to which Musicshake allows access without registration. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Musicshake, directly or through third parties, to make any inquiries we consider necessary to validate your Registration Data. Musicshake reserves all rights to vigorously pursue legal action against all persons who misrepresent personal information or are otherwise untruthful about their identity, and to suspend or cancel Accounts registered with inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that Musicshake cannot guarantee the accuracy of any information submitted by any user of the Site, nor any identity information about any user.
You must be 13 years of age or older to access Musicshake. Musicshake cannot absolutely control whether minors or adults gain unauthorized access to the Site.
You must be at least 13 years of age to use the Site. If you reside in a jurisdiction where the age of majority is greater than 18 years old, you are prohibited from accessing the Site until you have reached such age of majority. By accepting this Agreement in connection with an Account, you represent that (i) you are at least 13 years of age; (ii) you have read and accept this Agreement; (iii) your parent or legal guardian has consented to you having an Account, and to providing your personal information for your Account; and (iv) your parent or legal guardian has read and accepted this Agreement.
You need to use an account name in Musicshake which is not misleading, offensive or infringing. You must select and keep secure your account password. You may not select as your Account name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; a name which may mislead other users to believe you to be an employee of Musicshake; or a name which Musicshake deems in its discretion to be vulgar or otherwise offensive. Musicshake reserves the right to delete or change any account name for any reason or no reason. You are fully responsible for all activities conducted through your Account or under your account name. At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorizing the disclosure of, your password or from use by any person of your password to gain access to your Account or Account name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Site. Your disclosure of your password to any other person is entirely at your own risk.
Account registrations are limited per unique person. Musicshake may require you to submit an indication of unique identity in the account registration process; e.g. credit card or other payment information, or other information requested by Musicshake. When an account is created, the information given for the account must match the address, phone number, and/or other unique identifier information associated with the identification method. You may not transfer your Account to any third party without the prior written consent of Musicshake.
You may cancel your Account at any time; however, there are no refunds for cancellation. Upon your election to cancel, your Account will be cancelled within 24 hours, but if you have paid for a period in advance you will be allowed to use the remaining time according to this Agreement unless your Account or this Agreement is suspended or terminated based on our belief that you have violated this Agreement. There will be no refunds for unused Shake Cash (as described below), any unused time on a subscription or any prepaid fees for any portion of the Site.
Musicshake may suspend or terminate your Account at any time, without refund or obligation to you. Musicshake has the right at any time for any reason or no reason to suspend or terminate your Account, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you. In the event that Musicshake suspends or terminates your Account or this Agreement, you understand and agree that you shall receive no refund or exchange, including for any unused Shake Cash, time on a subscription, any license or subscription fees, any content or data associated with your Account, or for anything else.
Accounts affiliated with delinquent accounts are subject to remedial actions related to the delinquent account. Your Account may be suspended or terminated for your breach of this Agreement or your payment delinquency (in each case as determined in Musicshake's sole discretion).
License Terms and Other Intellectual Property Terms
You have a nonexclusive, limited, revocable license to use the Site while you are in compliance with this Agreement and other agreements between you and Musicshake. Subject to the terms of this Agreement, Musicshake grants to you a non-exclusive, limited, fully revocable license to use the Site during the time you are in full compliance with this Agreement. Nothing in this Agreement, or on the Site, shall be construed as granting you any other rights or privileges of any kind with respect to the Site. You acknowledge that your use of the Site, including your creation or uploading of User Content, as described below, does not make you a Musicshake employee and that you do not expect to be, and will not be, unless otherwise agreed between you and Musicshake, compensated by Musicshake for such activities.
The interactive nature of postings on the Site makes it impossible for us to assume responsibility for any User Content posted by users. The ideas, suggestions, opinions, comments, and observations made by the Site’s users, and any text, data, photographs, video, sound, music (including music created with the Musicshake Program), chat, messages, files or any other material provided to us by users (all of which are referred to as "User Content") are not endorsed by Musicshake, and we make no guarantee regarding the reliability, accuracy, or quality of any User Content that is posted on the Site. You acknowledge that you will evaluate and bear any risks related to your use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. All User Content posted to the Site are the sole responsibility of the person who originally posted the User Content, and your sole recourse for any damage you may suffer as a result of User Content shall be to such individual.
You shall be solely responsible for your own User Content and the consequences of posting or publishing them. You retain all of your ownership rights in your User Content. However, by submitting the User Content to Musicshake, you hereby grant, and you represent and warrant that you have the right to grant, Musicshake a irrevocable, worldwide, non-exclusive, perpetual, royalty-free, fully paid-up, sub-licensable, transferable right and license to sell, use, reproduce, incorporate into other works, distribute, publicly perform, prepare derivative works of, display, and perform (in any format, whether digital or analog) the User Content in connection with the Site and Musicshake’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media now known or hereafter developed.
If you choose to post User Content on the Site, we require that you adhere to generally accepted rules of etiquette and standards of behavior, and that your use of the Site reflects your respect for the legal rights of users connected with the Site. You understand that Musicshake does not guarantee any confidentiality with respect to any User Content.
Musicshake expressly disclaims any and all liability in connection with User Content. Musicshake reserves the right to remove User Content in its sole discretion and without prior notice. Musicshake also reserves the right to terminate a user's access to the Site at any time in its sole discretion and without prior notice.
You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to your User Content hereunder; (ii) you are solely responsible for, and Musicshake will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (iii) Musicshake's acknowledgement hereunder of your intellectual property rights in your User Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of Musicshake's intention not to require users of the Site to forego certain intellectual property rights with respect to User Content they create using the Site, subject to the terms of this Agreement.
Musicshake retains ownership of the account and related data, regardless of intellectual property rights you may have in content you create or otherwise own. You agree that even though you may retain certain copyright or other intellectual property rights with respect to User Content, you do not own the account you use to access the Site, nor do you own any data Musicshake stores on Musicshake servers (including without limitation any data representing or embodying any or all of your User Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of Musicshake.
Intellectual Property Rights
The content on the Site, except certain User Content, including without limitation, the text, graphics, sounds and photos created by and for Musicshake, interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Musicshake, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All content, including programs and content you download on the Site, whether in exchange for payment or free of charge, is provided to you AS IS for your information and personal use only and may not be used, reverse engineered, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of Musicshake or as expressly provided herein. Musicshake reserves all rights not expressly granted in and to the Site and the content contained therein.
You agree to not engage in the use, copying, or distribution of any of the content other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the Site for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.
Without a written license agreement, Musicshake does not authorize you to make any use of its trademarks. Musicshake reserves all right, title, and interest in the Musicshake marks and does not authorize you to display or use any Musicshake mark in any manner whatsoever. If you have a written license agreement with Musicshake to use a Musicshake mark, your use shall comply strictly with that agreement's terms and conditions and use guidelines.
You will comply with the processes of the Digital Millennium Copyright Act regarding copyright infringement claims covered under such Act. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found Musicshake can be identified and removed via Musicshake's DMCA compliance, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
Shake Cash
Shake Cash is a limited license right available for purchase or free distribution at Musicshake's discretion. You acknowledge that the Site includes a component of fictional currency ("Shake Cash"), which constitutes a limited license right to use a feature of our site or download certain content, as, and if allowed by Musicshake. Musicshake may charge fees for the right to use Shake Cash, or may distribute Shake Cash without charge, in its sole discretion. Regardless of terminology used, Shake Cash represents a limited license right governed solely under the terms of this Agreement, and, except as specifically set forth in the http://eng.musicshake.com/zc/FAQ.html, are not redeemable for any sum of money or monetary value from Musicshake at any time. You agree that Musicshake has the absolute right to manage, regulate, control, modify and/or eliminate Shake Cash as it sees fit in its sole discretion, in any general or specific case, and that Musicshake will have no liability to you based on its exercise of such right.
Conduct by Musicshake Users
In using this Site, you agree to not:
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, download, post, email or otherwise transmit any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
upload, download, post, email or otherwise transmit any content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
upload, download, post, email or otherwise transmit false or misleading information;
disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites.
access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites;
incorporate images or names that would violate a person's right of privacy or publicity.
You acknowledge that Musicshake does not pre-screen User Content, but that Musicshake and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any content on the Site. Musicshake and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable to Musicshake. 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. You acknowledge that you may not rely on any content created by or submitted to Musicshake.
You acknowledge and agree that Musicshake may preserve User Content and may also disclose them if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any User Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Musicshake, its users and the public.
You understand that the technical processing and operation of the Site, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
Musicshake takes no responsibility and assumes no liability for any content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Musicshake and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, User Content, content or materials on the Site. You agree to indemnify Musicshake and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
DISCLAIMERS OF WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION
All data on Musicshake's servers are subject to deletion, alteration or transfer.
When using the Site, you may accumulate content that reside as data on Musicshake's servers.
THESE DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON MUSICSHAKE'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN MUSICSHAKE'S SOLE DISCRETION. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU CREATE USING THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, MUSICSHAKE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON MUSICSHAKE'S SERVERS. YOU UNDERSTAND AND AGREE THAT MUSICSHAKE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MUSICSHKE AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MUSICSHAKE DOES NOT MAKE ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT MUSICSHAKE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITE OR ANY CONTENT CONTAINED THEREIN.
YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT MUSICSHAKE DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, MUSICSHAKE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THIS SITE.
YOU ACKNOWLEDGE THAT MUSICSHAKE MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUSICSHAKE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL MUSICSHAKE OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), THE MUSICSHAKE PROGRAM, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT MUSICSHAKE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL MUSICSHAKE'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (US$50.00). SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO TO THE EXTENT THAT ANY SUCH LIMITATION IS IMPERMISSIBLE, SUCH LIMITATION MAY NOT APPLY TO YOU. YOU AGREE THAT MUSICSHAKE CANNOT BE HELD RESPONSIBLE OR LIABLE FOR ANYTHING THAT OCCURS OR RESULTS FROM ACCESSING OR SUBSCRIBING TO THE SITE.
Indemnity
You agree to defend, indemnify and hold harmless Musicshake, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of your submitted Content caused damage to a third party, or (v) your actions caused loss of Content. This defense and indemnification obligation will survive this Agreement and your use of the Site.
General Provisions
The Site is controlled and operated by Musicshake from its offices within the State of California, United States of America. Musicshake makes no representation that any aspect of the Site is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws.
Musicshake's failure to act with respect to a breach by you or others does not waive Musicshake's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Musicshake under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Musicshake. All or any of Musicshake's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of Musicshake's assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of Musicshake, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Musicshake shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Musicshake.
This Agreement sets forth the entire understanding and agreement between you and Musicshake with respect to the subject matter hereof. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Musicshake may give notice to you by means of a general notice on our website, after log-in to your Account, by electronic mail to your e-mail address in our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All notices given by you or required under this Agreement shall be faxed to 213.596.9107.
