MUZIK WEBSITE AND PRODUCT TERMS OF USE


  1. Acceptance of Terms.

 These Website and Product Terms of Use (the “Terms”) are a legal agreement between you, your heirs, and assigns (collectively, “you”), and Muzik Inc. and its corporate affiliates, subsidiaries, and divisions as may change from time to time (collectively, “Muzik,” “we,” “us,” and “our”). These Terms apply to any Muzik website, web store that sells Muzik products (the “Products”), or other online or interactive services that are provided in the United States and worldwide (collectively, the “Services”).

You acknowledge and agree that by accessing or using the Services, purchasing Products, or uploading, posting or otherwise making available User Content in connection with the Services and Products, you agree you have read, understand, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, then you must stop accessing or using the Services.  As used in herein, the “User Content” includes, but is not limited to, video, photographs, reviews, questions, comments, public messages, inventions, and other content from or by you.

Muzik may, in its sole discretion, revise these Terms at any time without advance notice to you.   If you do not agree to or cannot comply with the modified Terms, you must stop using the Services. You will be bound by any revisions to these Terms by continuing to use the Services or by visiting any Muzik website.  These Terms were most recently updated on January 4, 2019.

For information about Muzik collects, uses, and shares the data it collects from and about you, please see Muzik’s Privacy Policy, which is hereby incorporated by reference into these Terms.

 

  1. About Muzik.

 The Services related to these Terms are controlled and operated by Muzik from its offices located at 9220 Sunset Boulevard, Suite 112, West Hollywood, California 90069, in the United States of America.  If you have any questions about these Terms, our Products or otherwise, please see our contact page.

 

  1. Eligibility to Use Services.

By using the Services you represent and warrant that you are of legal age (18 years of age or older or otherwise of legal age in your jurisdiction, or, if you have parental consent, 13 years of age) and able to agree to these Terms.  If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant you are authorized to agree to these Terms on such organization’s or entity’s behalf and bind it to these Terms.

 

  1. License; Prohibited Conduct.

  1. License.  Subject to your compliance with these Terms, Muzik grants you a limited, nonexclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services, including Muzik’s Privacy Policy and these Terms.  

  1. Prohibited Uses.  The use of the Services for any illegal purpose, or any other purpose not expressly permitted by these Terms, is strictly prohibited. You hereby agree you will not:

  1. post User Content that: (1) harasses, abuses, or threatens any other person, or that contains obscene content; (2) is false, misleading, or inaccurate; (3) degrades or discriminates against others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or any other classification; (4) is indecent, offensive, harassing, violent, hateful, inflammatory, unlawful, harmful, tortious, defamatory, libelous, or invasive of another’s privacy; (5) promotes sexually explicit or pornographic material, violence, or any illegal acts; (6) post material that advocates illegal activity or discusses illegal activities with the intent to commit them; (7) infringes the legal rights of any person or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms; or (8) gives the impression that they emanate from or are endorsed by Muzik;

  1. use the Services commercially, send spam, commercial electronic messages or other advertisements or solicitations, surveys, contents, pyramid schemes, promote commercial entities, or otherwise engage in commercial activity on or through the Services;

  1. copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, “mirror,” duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms, or with the prior written consent of Muzik;

  1. scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser;

  1. post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” “metering” device or any malicious code);

  1. post or do anything that could disable, overburden, or impair the proper working of the Services;

  1. post, utilize or otherwise make available any other party’s intellectual property unless you have the legal right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services;

  1. post any trade secrets or other confidential information, or post any material that you do not have a legal right to make available under any law or under contractual or fiduciary relationships;

  1. solicit personal, private, or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

  1. breach these Terms or the Private Policy; and/or interfere with any other party’s use and enjoyment of the Services.


  1. Compliance with Law.

You consent and agree that Muzik may access, preserve, and disclose your information and/or any User Content you submit or make available for inclusion on the Services if required to do so by law, or in a good faith belief that such access, preservation, or disclosure is permitted by law or by Muzik’s Privacy Policy, or is reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, the Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; (5) to protect the rights, property, or personal safety of Muzik, its agents and affiliates, its users, and the public; and/or (6) to exchange information with other companies and organizations for fraud protection, spam/malware prevention, and similar purposes.

 

  1. User Content.

  1. License. The Services may enable you to submit, post, or upload User Content (collectively, “Post”) that may or may not be viewable by other users.  When you Post User Content on or through the Services, you grant Muzik a worldwide, perpetual, irrevocable, royalty-free, nonexclusive, and sub-licenseable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, Muzik’s use of such User Content is subject to Muzik’s Privacy Policy.

  1. User Content Representations. You acknowledge and represent that all User Content you Post is your sole responsibility and you have all required rights to Post or transmit such User Content without violation of any third-party rights.  You agree Muzik does not control, and is not responsible for, User Content, and by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree you will indemnify, defend, and hold harmless Muzik for all claims resulting from User Content you Post. Muzik reserves the right to assume the exclusive defense and control of such disputes, and you will cooperate with Muzik in asserting any available defenses.

  1. User Content Review. You agree Muzik reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content you Post. Muzik has the right to remove any User Content that violates these Terms, or is otherwise objectionable in Muzik’s sole discretion. You acknowledge and agree Muzik does not verify, adopt, ratify, or sanction User Content, and you agree you bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

  1. User Submissions.  Muzik does not provide any compensation (whether cash or products) for User Content submitted to Muzik.  If you submit such information to Muzik, you agree such information shall be deemed non-confidential and nonproprietary, and Muzik shall have no obligation of any kind with respect to such information, and shall be free to reproduce, use, disclose, and distribute the information on an unrestricted basis for any purpose whatsoever.  You agree Muzik shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such information.

 

  1. Muzik’s Proprietary Rights.

You agree all Services are owned and operated by Muzik, and such Services contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Muzik and its partners and other third parties, and are protected by copyright laws, trademarks, service marks, and other intellectual property laws.


You agree to abide by all applicable trademark, copyright and other laws. You acknowledge the Services have been developed, compiled, prepared, revised, selected, and arranged by Muzik and others through the application of methods and standards developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Muzik.


You agree to protect Muzik’s proprietary rights and all others having rights in the Services during and after the term of these Terms, and to comply with all reasonable written requests made by Muzik or its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Muzik immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights.


All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall at all times be and remain the sole and exclusive property of Muzik.  Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, privacy laws, and publicity and communications regulations and statutes.

 

  1. Applicable Exclusions and Limitations.

PLEASE BE ADVISED THAT SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES.  SOME OF THE LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

 

  1. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.

 TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY MUZIK, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED, LEGAL OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED. SPECIFICALLY, BUT WITHOUT LIMITATION, MUZIK DOES NOT WARRANT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MUZIK OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT MUZIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. IN ANY EVENT, MUZIK’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100.

MUZIK DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND MUZIK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. MUZIK WILL NOT BE LIABLE FOR ANY OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

If you are a California resident, you hereby waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.

  1. INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD MUZIK AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS OR MUZIK’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. MUZIK RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES AND YOU WILL COOPERATE WITH MUZIK IN ASSERTING ANY AVAILABLE DEFENSES.

  1. Third-Party Links and Services.

The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Muzik is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Muzik shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

  1. Modification; Termination. Muzik reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice.  Muzik shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services. Muzik may, in its sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If Muzik terminates your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; provided, however, certain provisions of these Terms will still apply post termination. Termination of your account may also include, at Muzik’s sole discretion, the deletion of your account and/or User Content, and you will not be able to retrieve any information related to your account except as required by applicable law.

 

  1. Notice of Intellectual Property Infringement.  

 Muzik respects the intellectual property rights of others and requires people who use the Services do the same. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. §512 (“DMCA”), Muzik maintains a policy of terminating, in appropriate circumstances, users who use the Services to infringe the rights of copyright holders. If you believe your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent, designated as such pursuant to Section 512(c)(2) of the DMCA, named below (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  1. a description of your copyrighted work or other intellectual property that you claim has been infringed;

  1. a description of where the material you claim is infringing is located on the Services (providing us with website URL is the quickest way to help us locate content quickly);

  1. your address, telephone number, and email address;

  1. 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;

  1. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Muzik’s Copyright Agent can be reached as follows:

  Muzik Inc.

Attn: Legal

9220 Sunset Boulevard, Suite 112

West Hollywood, California, 90069

Email: legal@muzikconnect.com

Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT MUZIK’S COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please email us using the information on our contact page. Please also note that pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

 

  1. Controlling Law.

 These Terms and their subject matter shall be construed in accordance with and governed by the laws of the State of California notwithstanding its conflicts of law principles.  Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights. Any dispute arising out of these terms and conditions or the use of Muzik’s websites shall be initiated and conducted in the state or federal courts of Los Angeles County, California, and you and Muzik consent to the exclusive jurisdiction of such courts.

 

  1. Miscellaneous.

Under no circumstances shall Muzik or any of its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.  If Muzik fails to insist that you perform any obligations under these Terms, or if Muzik does not enforce its rights against you, or if Muzik delays in doing so, that will not mean Muzik has waived such rights and will not mean you do not have to comply with your obligations.  If Muzik does waive a failure or breach by you, it will only do so in writing and that will not mean Muzik automatically waives any future failure of breach by you. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.  You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Muzik, and supersede any prior agreements between you and Muzik on the subject matter, except as expressly provided herein. These Terms and any rights or licenses granted hereunder may not be assigned or delegated by you. These Terms and any rights or licenses granted hereunder may be assigned or delegated by Muzik without restriction.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Muzik. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree any agreements made by and between you and Muzik in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

Muzik may deliver notice to you by email, posting a notice on the Services or any other method Muzik chooses and such notice will be effective on dispatch.  If you give notice to Muzik, it will be effective when received by mail at 9220 Sunset Boulevard, Suite 112, West Hollywood, California, 90069.