Terms of Use

MakeHitMusic.com Terms of Use - Effective March 01, 2008

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS ON WHICH MAKEHITMUSIC.COM OFFERS YOU ACCESS TO OUR SERVICES. BY USING MAKEHITMUSIC.COM'S SERVICE OR VISITING THIS SITE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, INCLUDING WITHOUT LIMITATION MAKEHITMUSIC.COM'S PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN “MAKEHITMUSIC.COM'S TERMS OF USE” AND OF “MAKEHITMUSIC.COM'S PRIVACY POLICY”, YOU ARE NOT AUTHORIZED TO ACCESS OR USE MAKEHITMUSIC.COM'S SERVICES OR THE MAKEHITMUSIC.COM WEBSITE.

1. Overview
Welcome to the user agreement ("Agreement" or "User Agreement" or “Terms of Use”) for Make Hit Songs, LLC. (“MakeHitMusic.com” or the “Company” or “we” or “us” or “our”). This Agreement describes the terms and conditions applicable to your use of our services, including without limitation the MakeHitMusic.com web site (“Site”), and all other services provided by the Company (“Service”). By using the Service or completing the registration process, you agree to accept the terms and conditions of this Agreement.

We strongly recommend that as you read this User Agreement you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a MakeHitMusic.com user.

BY USING MAKEHITMUSIC.COM'S SERVICE OR VISITING THIS SITE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, INCLUDING WITHOUT LIMITATION MAKEHITMUSIC.COM'S PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN PARAGRAPHS 1 THROUGH 24 OF “MAKEHITMUSIC.COM TERMS OF USE” AND PARAGRAPHS 1 THROUGH 16 OF “MAKEHITMUSIC.COM PRIVACY POLICY”, YOU ARE NOT AUTHORIZED TO ACCESS OR USE MAKEHITMUSIC.COM'S SERVICES OR THE MAKEHITMUSIC.COM WEBSITE.

MakeHitMusic.com respects the rights and privacy of our users. Please review the Privacy Policy for further information on how we preserve the confidentiality of the information you provide to us.

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective immediately upon being posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and Make Hit Songs, LLC. Your continued use of the Site and the Service following MakeHitMusic.com’s posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.

2. What We Do
MakeHitMusic.com is a social networking service that allows members to create a unique professional music profile online to interact with registered members users within MakeHitMusic.com’s music community. Also, MakeHitMusic.com allows registered users and non-registered users to purchase from Producers (“Producers”), (1) downloads of music, pursuant to a non-exclusive license to use the downloaded music solely for non-commercial use (“Limited License”), for Artists and Buyers demo use only (“Services”). In addition, MakeHitMusic.com allows registered users to upload unlimited photos and music. Registered users except registered Fans (“Fans/Listeners”) enables anyone to stream music without having to download. It is important to remember that MakeHitMusic.com simply acts as a facilitator between the Artist, Buyer, Listener and Producer. As a result, we have no control over the quality, safety or legality of the Services advertised, the truth or accuracy of the listings, the ability of Producers to sell, deliver and operate Services, or the ability of Artists, Buyers, and Producers to pay for Services and our liability for any damages resulting from the Service or Services is limited pursuant to the terms and conditions in this Agreement. As either an Artist/Buyer or Producer, you should exercise the same level of care and judgment that you would use when transacting through traditional classified advertisements. We cannot ensure that an Artist/Buyer or Producer will actually complete a transaction.

a. Identity Verification
Because user verification on the Internet is difficult, MakeHitMusic.com cannot, does not, and is not obligated to, confirm each user's purported identity. We encourage registered users alike to communicate directly with each other through the tools available on the Site. In the event you rely upon information on the Site to select Services, you accept the risks of the Site containing inaccurate information.
a. Information Control
We do not control the information provided by other users that is made available through our Service. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense, and practice safe trading when using the Service. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with foreign nationals who may operate under a different set of legal and cultural standards. By using this Service, you agree to accept such risks and MakeHitMusic.com is not responsible for the acts or omissions of users on the Service.

3. Usage and Membership
MakeHitMusic.com’s Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended MakeHitMusic.com members. If you are under the age of 18, you can use this Service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Service. By using the Website and the Service, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. Your profile may be deleted without warning, if it is found that you are misrepresenting your age. Your Membership is solely for your personal use, and you shall not authorize others to use your account, including your profile or email address. You are solely responsible for all Content published or displayed through your account, including any email messages, and for your interactions with other members.

4. Fees and Services
This Agreement shall remain in full force and effect while you use the Website, the Service, and/or are a Member. Currently, Producers can join, create profiles, contact any registered member, and upload a predetermined amount music and photos based on the MakeHitMusic.com membership level chosen. Other than the free membership level, Producers pay in advance a monthly subscription fee based on the membership level chosen to use the MakeHitMusic.com website. Producers can set a price on non-exclusive tracks (“music”) and as commission fee, MakeHitMusic.com will receive a predetermined percentage of all tracks sold based on the Producer's membership level. If you decide to buy or sell Services at MakeHitMusic.com, you agree to the Buyer, and Producer policies below, including without limitation all fees. You may terminate your membership (“Membership”) at any time, for any reason by following the instructions on the member Account page. MakeHitMusic.com.com may terminate your membership for any reason, effective upon sending notice to you at the email address you provide in your Membership application or such other email address as you may subsequently provide to MakeHitMusic.com. If MakeHitMusic.com terminates your Membership in the Service because you have breached the Agreement, you shall not be entitled to the refund of what was bought and sold. We may change these policies and the fees for our Service from time to time and such changes are effective immediately when posted on the Site. We may also choose to temporarily change our policies and the fees for our Services for promotional events(for example, discounted commission days) and such changes are effective when we post the temporary promotional event on the Site. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the Service. You are responsible for paying all fees associated with using our Services and the Site and all applicable taxes.

5. Credit Card Information
MakeHitMusic.com uses secure forms to enable you to enter your credit card information. The transmitted credit card information is protected by the industry standard Secure Socket Layer format (SSL), which protects information from third party intrusion through encryption. MakeHitMusic.com is a Thawte secure site. However, as effective as our system may be, no security is impenetrable and we cannot guarantee the security of our database or your information as it is in transit between you and us.

Before your credit card is charged with anything you will have the opportunity to review, modify, and confirm the fee-producing transaction you are contemplating. You will be given every opportunity to understand and expressly agree to all charges before they are applied to your credit card or assessed to your MakeHitMusic.com account.

6. Buyer Policy
Our goal at MakeHitMusic.com is to make your purchasing experience pleasurable. We take customer satisfaction very seriously and have designed the following purchase policies for your benefit. When purchasing music from MakeHitMusic.com, you are buying music from a Producer for use solely as a demo for your personal, non-commercial use (“Download”). Also, when subscribing to MakeHitMusic.com, you are obtaining the extra Services that MakeHitMusic.com offers.
	Pricing and Availability MakeHitMusic.com provides a service through which you can buy Services that are provided by people and companies who are unrelated to MakeHitMusic.com. Pricing for the Services are based upon the following registrations (“Registrations”): Gold Producer Registration : $10.00 per month subscription fee to be paid in advance Platinum Producer Registration: $20 per month subscription fee to be paid in advance ABuyer may determine that they want a Producer to provide another service, including without limitation to create/produce specific music for the Buyer or provide Buyer with an exclusive or commercial license for Producer’s music or Download (“Other Services”). All decisions on pricing and availability of Other Services or for services or obtaining rights, are made by these Producers, and MakeHitMusic.com has no role in determining these prices and availabilities. At this time, MakeHitMusic.com shall not be involved in the provision of Other Services, other than as a facilitator of a forum in which Producer and Buyer meet, therefore, MakeHitMusic.com is not responsible for any relationship between the Buyer, Producer and any Third Parties with respect to the Other Services.
	Product and Service Descriptions Whenever a Producer lists a Service or Music for sale on MakeHitMusic.com, the Producer specifies all relevant descriptions and terms for that Service. The description and terms may include without limitation a general description; extras that are not included in the purchase price; and specific policies you must agree to when purchasing that particular Service. Neither MakeHitMusic.com nor the Producer can control all information regarding these Services that may be listed in third-party sources (for example, press coverage and other websites). As a result, when you register for MakeHitMusic.com’s Service, you should do so relying only on the Service’s details as listed by the Producer on MakeHitMusic.com at the same time that you are purchasing your Downloads. Information from any other source is not relevant, and has no impact on the terms of your Download. Specifically, there are two types of information that are expressly not relevant to your Download, and which you should ignore when buying music through MakeHitMusic.com: 1) Information garnered from any other sources, including but not limited to: press articles and media coverage; any other website besides MakeHitMusic.com (including any web sites run by the Producer itself); paid advertisements, and; advice from individuals who have taken this Service in the past. 2) Any changes to this Service’s listing on MakeHitMusic.com which were made AFTER the Download purchase was completed. When purchasing any Downloads through any channel, you will be deemed to have agreed to that Service’s terms and policies, as specified by the Producer on MakeHitMusic.com, in addition to these MakeHitMusic.com Terms of Use.
	Commitment When you elect to buy a music download, you are agreeing to pay for that music download and you are authorizing MakeHitMusic.com to charge your credit card for the full amount of the music download. When making Downloads, you are agreeing to the terms of the Limited License. In the event that MakeHitMusic.com is threatened to be or made a party to any action by a third party seeking equitable or compensatory relief as a direct or indirect result of your use of the Services, you agree to indemnify, defend and hold MakeHitMusic.com harmless from such action or threatened action, and to pay all expenses incurred by MakeHitMusic.com as a result thereof including reasonable attorney’s fees. When sending messages on MakeHitMusic.com, you may communicate something to the Producer of a Download you downloaded. Under no circumstances will anything you have written nullify or modify any of the terms of your Download or the terms and conditions of your use of the MakeHitMusic.com Site. In the event you obtain Other Services from Producer, such Other Services are not conducted through MakeHitMusic.com. Therefore, in the event that MakeHitMusic.com is threatened to be or made a party to any action seeking equitable or compensatory relief as a direct or indirect result of your use of the Other Services, you agree to indemnify, defend and hold MakeHitMusic.com harmless from such action or threatened action, and to pay all expenses incurred by MakeHitMusic.com as a result thereof including reasonable attorney’s fees.
	Credit Card Charge Buyers purchase music downloads for Services in a single credit card purchase (“Order”), even when the Services are provided by different Producers. At no time does MakeHitMusic.com provide the Buyer's credit card information to the Producer. The credit card charge is paid to MakeHitMusic.com, and the Producer is compensated for the sale according to the payment policy in the Producer Policies section below.
	Payment Methods MakeHitMusic.com proudly accepts Visa, MasterCard, American Express and Discover. Currently these are the only methods of payment accepted for our Music and Services.
	Cancellations, Refunds and Exchanges MakeHitMusic.com’s standard policy is that all sales are final, and we do not provide refunds for Membership Subscriptions, Services, Downloads or Orders and the same cannot be exchanged for other Services, Downloads or Orders, including Other Services. You are responsible for carefully reviewing all information regarding the Service, including without limitation restrictions before purchasing a Download. MakeHitMusic.com is not obligated to issue an Artist/Buyer a refund or an exchange for any purchased Downloads, Orders or Services.
	Currency By default all music prices are stated in U.S. Dollars. However, users in other countries have the option to select the currency of their choice.

7. Producer Policies

At MakeHitMusic.com, we aim to make your experience easy and efficient. Your satisfaction is important to us. The following policies are therefore designed to ensure you understand your rights and responsibilities when you become a MakeHitMusic.com Producer.
	Uploaded Music You must be legally able to sell the Services you upload onto the Site. For each piece of music you upload on to the Site, you must agree to our Terms of Service and you warrant and covenant that you are the sole owner, that you own all rights, title and interest in and to the contents of the music for the Services and that the Services shall not infringe upon any intellectual property rights of any third parties. In the event that MakeHitMusic.com is threatened to be or made a party to any action by a third party seeking equitable or compensatory relief as a direct or indirect result of your use of the Services, you agree to indemnify, defend and hold MakeHitMusic.com harmless from such action or threatened action, and to pay all expenses incurred by MakeHitMusic.com as a result thereof including reasonable attorney’s fees.
	Commitment Once you upload music into the Service, you must allow MakeHitMusic.com provide the Service to all Buyers, regardless of the Buyers gender, race, religion, creed, sexual orientation or belief. You understand and agree that the material you provide as part of the Service shall be licensed pursuant to the Limited License to Buyers and that you will have no right to any royalties from Buyers, so long as Buyers uses the Download in accordance with the Limited License, and you shall be solely entitled to receive the full price set by you minus a predetermined commission fee based on the Producer membership level chosen for music purchased by the Buyer.
	Payment Each time a Buyer purchases a Download listed under your account, your account will be credited in the full amount of the purchased Download minus a predetermined commission fee based on the Producer membership level chosen. All payouts will be distributed on the first Monday of each month. If the first Monday of the month falls on a Holiday, payouts will be made on the next non-hoilday, business day.
	Pricing and Availability Through MakeHitMusic.com, you can initiate and maintain a relationship with Buyers who have no relation to MakeHitMusic.com. You may agree to enter into a relationship with the Buyer or provide Other Services to such Buyer. All decisions regarding provision of, and pricing and availability for, Other Services are determined by you, and you alone are responsible for these decisions. MakeHitMusic.com does not have any role whatsoever in the provision of, nor determining pricing and availability of, Other Services.
	Commission You will be charged a commission based on the Producer membership level chosen, for the music Downloads you sell by or through MakeHitMusic.com. MakeHitMusic.com at its discretion may charge Buyers a fee for Services which may include Downloads of your music. The service fee from Buyers is paid solely to MakeHitMusic.com, and will not be remitted to Producer. Producer is solely entitled to the purchased amount minus commission fee stated above for the Services. In the event of a cancellation by the Buyer or Producer, or any dispute between the Buyer and Producer directly or indirectly related to the Service, MakeHitMusic.com shall be entitled to retain Download and Service fees.
	Collection of Taxes MAKEHITMUSIC.COM HAS NO ROLE WHATSOEVER IN DETERMINING ANY ASPECT OF YOUR TAX POLICY. THIS INCLUDES, BUT IS NOT LIMITED TO, DECISIONS REGARDING WHETHER TO COLLECT OR PAY TAXES AT ALL AND HOW MUCH TO COLLECT OR PAY. MAKEHITMUSIC.COM IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM THE PAYMENT OR COLLECTION OF TAXES, FAILURE TO PAY OR COLLECT TAXES OR TRANSMISSION OF PAYMENT OR COLLECTED TAXES TO YOU. PLEASE CONSULT YOUR TAX ATTORNEY AND/OR ACCOUNTANT FOR ALL TAX ADVICE.
	Cancellations In the event that a Buyer informs MakeHitMusic.com that a purchased Service was not provided by the Producer, or that the Service provided was materially different than the description and terms listed on MakeHitMusic.com for this Service, MakeHitMusic.com may conduct an investigation to determine the pertinent details of the situation. If MakeHitMusic.com, in its sole discretion, finds that the Buyer was correct in this assertion, MakeHitMusic.com reserves the right to refund all charges for this purchase to the Buyer. MakeHitMusic.com, in its sole discretion, may refuse to remit payment to your account for the Service or Download pending resolution of a complaint by the Buyer. In the event that a Buyer disputes charges after MakeHitMusic.com has already paid Producer the disputed funds, and is successful in demanding that the credit card company return his or her money, MakeHitMusic.com reserves the right to deduct from Producer’s next or later payment, the full amount of the funds which must be reimbursed to the Buyer, including any commission amount and service fee.
	Inventory and Content As a Producer using the Service, you are able to use the Site to store, view and manage a number of details of your business and music. MakeHitMusic.com will not be liable for any losses arising from your misuse of this application, or from any errors, functionality problems or data loss you may experience, even if these were not caused by you. Additionally, this web application allows you to store personal and business data. You are prohibited from entering any of the following information: 1) credit card information for any Artists/Buyers, whether or not they have purchased through MakeHitMusic.com; and 2) any illegal information or infringing material. If MakeHitMusic.com becomes aware that you have entered any such information, we have the right, but are not obligated to, block your access to your account or to terminate your account altogether.
	Grant of License For the purpose of promoting and facilitating the sale and purchase of your Services, you grant to MakeHitMusic.com a non-exclusive, universal, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to reproduce, modify, adapt, publish and display the music, descriptions, images, and all other content related to your Services and the Downloads, including without limitation your name and likeness, in any media now known or hereafter developed, including without limitation on the Site and on the sites of our partners.

8. User Content

Definition of User Content
"User Content" is defined as any information you contribute to the Service or to other users. This may include content provided in the registration or listing process, in any public message area (including the Ratings & Review area) or through any email feature. You are solely responsible for your User Content, and we act as a passive conduit for your online distribution and publication of your User Content. The contributions of third parties do not necessarily represent the view or opinions of MakeHitMusic.com. MakeHitMusic.com cannot preview User Content before it appears.

License
As a condition of using the Site, MakeHitMusic.com shall retain all ownership in the Site including all URLs and any content created or derived on the Site. In order to enable MakeHitMusic.com to use the User Content you provide to us, so that we are not violating any rights you might have in that content, you agree to grant to MakeHitMusic.com a non-exclusive, universal, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights (but no other rights) you have in your User Content (including the modification of such content), in any media now known or not currently known, with respect to your User Content. You also grant MakeHitMusic.com the right to use or reference your member name on the Service and elsewhere to promote the Service without your consent.

9. Prohibited Content & Illegal Usage

	a. Prohibited Content Users can be held liable for any illegal or prohibited User Content they provide to the Service. If you discover this kind of material on the Service, please notify us at support@MakeHitMusic.com.com. The following is a partial list of the kind of User Content which is illegal or prohibited on the Service, including without limitation Content that: - contains vulgar language - is patently offensive to the online community, such as User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; - could be harmful to minors; - harasses or advocates harassment of another person; - involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming"; - promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; - violates any law, statute, ordinance or regulation - infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; - contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page); - contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information - displays pornographic or sexually explicit material of any kind; - provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; - provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; - solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and - engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
	Illegal Service You agree not to use this Service for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Service. You agree not to use or permit anyone to use information provided through the Service for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card.
	Offline Conduct Although MakeHitMusic.com cannot monitor the conduct of users off the Service, it is a violation of these rules to use any information obtained from this Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any Service user without their prior explicit written consent.

10. Unauthorized Use of the Service

Permitted Use
You agree that you are only authorized to visit, view and to retain a copy of pages of this Service for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Service for any purpose other than to review activity information, for personal use, or to download for your personal use, unless otherwise specifically authorized by MakeHitMusic.com to do so.

Unauthorized Use of the Site
You cannot copy, modify, create a derivative work of, reverse engineer, de-compile, disassemble, or otherwise attempt to discover any source code; or, modify or attempt to modify the Site in any manner of form.

11. Copyright and Trademark

The content and software on this Service, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, video clips and computer programs, is the property of MakeHitMusic.com and/or its suppliers and is protected by U.S. and international copyright, trademark and other laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits. MakeHitMusic.com, "Buy Beats, Sell Beats, Make Hit Songs", and "Where Artists, Songwriters, and Producers Collaborate to Make Hits" are design are trademarks of MakeHitMusic.com with all rights reserved. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of MakeHitMusic.com and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") is and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of MakeHitMusic.com’s Intellectual Property.

MakeHitMusic.com is a service for people over the age of 18 that is open to the public. Use of MakeHitMusic.com therefore has all the risks associated with any public place, and anyone using MakeHitMusic.com assumes full responsibility for the risks associated with entering public places. MakeHitMusic.com acts as a third party carrier to the users of the Service and is not responsible for the actions of those who use the Service, nor is it responsible for any consequences that occur due to the use, misuse, nonuse or unavailability of MakeHitMusic.com. We neither bear nor assume responsibility for the content, information, statements or interests (public or private) expressed by visitors, members, Artists, Buyers, and Producers on the Service.

As a public site, MakeHitMusic.com does not and will not discriminate based on race, religion, gender, sexual orientation, creed or belief, nor can it protect anyone from offenses to or damage and destruction of character, beliefs, property or persons.

12. Release

In the event that you have a dispute with one or more users of the Site or third parties you were introduced to as a result of the Site, you release MakeHitMusic.com (and our officers, directors, agents, parents, subsidiaries, joint ventures, affiliated companies, legal representatives and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "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." IF YOU ARE A RESIDENT OF ANY OTHER STATE OR FOREIGN COUNTRY, YOU AGREE TO WAIVE IN ADVANCE ANY SIMILAR LAWS OF SUCH OTHER JURISDICTION.

13. Access and Interference

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained thereon or for any other unauthorized purpose without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or "refresh" transactional activity or ordering pages, or make any other request to transactional servers, more than once during any three second interval. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own personal, non-commercial use) from the Site without the prior expressed written permission of MakeHitMusic.com, and that the Terms of Use shall not be deemed such permission.

14. Violations of the Terms

Without limiting other remedies, we may, but are not obligated to, take any action that we deem appropriate in our sole discretion (including, but not limited to, issuing a warning to you or others, limiting your activity, suspending or terminating service, denying access, removing your User Content, and refusing to provide our services to you, or exercising any other remedy available) if: (a) MakeHitMusic.com believes that your conduct, or the User Content you provide, violates or is inconsistent with these Terms (or any of the documents it incorporates by reference), or violates the law or the rights of MakeHitMusic.com, a client of MakeHitMusic.com or another user of the Service or a third party; (b) you are unwilling to cooperate with our investigation of a complaint of a reported violation; (c) we are unable to verify or authenticate any information you provide to us; or (d) we believe that your actions may cause financial loss or legal liability for you, our users or us. You agree that monetary damages may not provide a sufficient remedy to MakeHitMusic.com for violations of these Terms of Use and you consent to injunctive or other equitable relief for such violations. MakeHitMusic.com is not required to provide any refund or relief to you if you are terminated as a User because you have violated these Terms of Use or any of MakeHitMusic.com’s rights. As a Producer, you agree that payments owing to you for Downloads made through this Service may be suspended or delayed pending our investigation. MakeHitMusic.com is not obligated to pay you for any Downloads if we have a good faith basis to believe such Downloads were unlawful or otherwise made in violation of this agreement.
	Investigations We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation: 1) For Buyers – providing us specific information regarding your right to a download and your experience with the Service. 2) For Producers – providing specific information about Services you have posted, sold and/or provided.
	Fraud Without limiting any other remedies, MakeHitMusic.com may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with the Service.
	Disclosure of Information You agree that MakeHitMusic.com may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. MakeHitMusic.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

15. Privacy

We only use your information as described in MakeHitMusic.com’s Privacy Policy . If you object to your Information being transferred or used in this way please do not use our Services.

If you post any User Content to the Site, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you. When we say "post" we mean the provision of information (including, but not limited to, "User Content") to the Site through features of the Site that are used to make information available to other members of the public (e.g., Service listings, Ratings and Reviews, etc.). Information that is posted to the Site shall not be subject to the Privacy Policy and may be publicly displayed and disclosed and otherwise used by MakeHitMusic.com or any third party in any way. By posting User Content to the Site, you authorize us to use or allow others to distribute, reproduce or otherwise use such User Content. You should not post information about yourself on the Site that can be used to identify or contact you, including, but not limited to, your name, home or work address, phone numbers, pagers, email address or other such information. If you post such information, MakeHitMusic.com cannot prevent it from being used in a manner that violates these Terms, the law, or your personal privacy and safety. By posting such information on the Site, you violate these Terms, and you assume the risks and sole liability for the results of such posting.

MakeHitMusic.com is not liable for any lost data resulting from the operation of the Site or the enforcement of the Terms of Use. We urge all users to maintain their own back up versions of any of their own User Content or other information they submit to the Site.

16. Maintenance, Change and Suspension of Site
MakeHitMusic.com reserves the right at any time to modify, update or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control.

17. No Warranty
WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

18. Disclaimers
MAKEHITMUSIC.COM DOES NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH OR LINK ON IT. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. MAKEHITMUSIC.COM CANNOT ENSURE THAT FILES YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MAKEHITMUSIC.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALSO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAKEHITMUSIC.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. MAKEHITMUSIC.COM MAKES NO GUARANTEE OF ANY SPECIFIC RESULT FROM USE OF THIS SITE OR USE OF THE SERVICE.

MAKEHITMUSIC.COM DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, MAKEHITMUSIC.COM USERS, ADVERTISERS AND/OR SPONSORS ON THE SITE, IN CONNECTION WITH THE MAKEHITMUSIC.COM SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SITE AND/OR THE MAKEHITMUSIC.COM SERVICE. MAKEHITMUSIC.COM IS NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS OR FAILURE TO ACT OF ANY VENUE, PERFORMER, PROMOTER OR OTHER THIRD PARTY IN CONNECTION WITH OR REFERENCED ON THE SITE.

Without limiting the foregoing, you may report the misconduct of users and/or third party advertisers, service and/or product providers referenced on or included in the Site to MakeHitMusic.com at support@MakeHitMusic.com. MakeHitMusic.com may or may not investigate the claim and take appropriate action, in its sole discretion.

19. Liability Limit
IN NO EVENT SHALL WE, OUR PAST, PRESENT AND FUTURE SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING WITHOUT LIMITATION NEGLIGENCE).

OUR LIABILITY, AND THE LIABILITY OF OUR PAST, PRESENT AND FUTURE SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

20. Indemnity
You agree to indemnify, defend and hold MakeHitMusic.com and its affiliates, and each of MakeHitMusic.com’s and its affiliates' respective past, present and future officers, directors, agents, subsidiaries, employees, contractors, suppliers and principals, harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service. You agree to advance expenses and fees, including reasonable attorney’s fees, to MakeHitMusic.com upon demand in the event MakeHitMusic.com is made a party to or threatened to be made a party to any action, suit, arbitration or other proceeding by any party due to or arising out of your use of the Service.

You also agree that MakeHitMusic.com is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold MakeHitMusic.com and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by MakeHitMusic.com that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state, city or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of MakeHitMusic.com.

21. No Agency
You and MakeHitMusic.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

22. Notices
Except as expressly stated otherwise, all notices to MakeHitMusic.com shall be sent to the email addresses provided on the Site (e.g., support@MakeHitMusic.com). Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given on the date the email is sent. Alternatively, we may give you notice by mail, postage prepaid and return receipt requested, to an address provided to MakeHitMusic.com during your registration process or later. In such case, notice shall be deemed given three (3) days after the date of mailing.

23. Dispute Resolution / Governing Law
If you have a dispute, then the dispute will be governed by the laws of the State of New Jersey without regard to its conflict of law provisions and you consent to personal jurisdiction, and agree to bring all actions, exclusively in state and federal courts located in Burlington County, New Jersey. Notwithstanding anything to the contrary contained in this section “Dispute Resolution / Governing Law”, in the event you bring a lawsuit seeking damages not available in the small claims division of the Civil Court of Burlington, any such dispute shall be resolved by binding arbitration with three arbitrators pursuant to the rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

24. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers of such intellectual property. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; b. A description of the copyrighted work or other intellectual property that you claim has been infringed; c. A description of where the material that you claim is infringing is located on the site; d. Your address, telephone number, and email 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; 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By email: copyright@MakeHitMusic.com

By phone: (609) 589-3311

By fax: (917) 591-4682

25. General
This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral.

No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected.

You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of MakeHitMusic.com, which we can refuse in our sole discretion.
You agree that this Agreement and all incorporated agreements may be automatically assigned by MakeHitMusic.com, in our sole discretion.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.