BlackVibes.com Terms & Conditions of Use
Welcome to BlackVibes.com (the "Site"), which is owned and operated by BlackVibes.com , Inc. (the "BlackVibes") and is being provided by BlackVibes subject to your acceptance of the following terms and conditions of this agreement, its amendments and any documents expressly incorporated by reference (the "Agreement"). By accessing, using, becoming an advertiser, member, user, buyer, producer or by providing information to or downloading information from this Site, you expressly agree to be bound by and comply with the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, then you are not permitted to use or access this Site. BlackVibes reserves the right to modify, revise and/or update this Agreement at any time without notice, effective immediately upon posting on the Site. Your continued use of the Site following the posting of revised terms will mean that you accept and agree to the revisions to the terms of the Site. This Agreement was last revised on November 5, 2012.
You are only authorized to visit, view, retain a copy of pages of this Site for personal use, and you shall not reproduce, prepare derivatives, publicly perform, distribute, and/or publish unauthorized downloads nor publish, copy, collect or distribute the material on this Site for any commercial use, or for any purpose other than as expressly described in this Agreement. The content on this Site is for informational purposes. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement. If you violate this Agreement, BlackVibes may, in its sole discretion, terminate or suspend your use, remove or modify any account-related content (including, but not limited to, membership, sound recordings, and ability to transact on this Site), deny access to the Site, or take any other action that BlackVibes believes is appropriate. Use of the Site is void where prohibited.
In order to take advantage of certain features on the Site or create an account and become a member ("Member"), you must register and thereby do voluntarily provide to BlackVibes certain individually identifiable information, including, but not limited to, name, address, city, state, country, zip code, email address, telephone number and/or credit card information.; including any ideas, improvements, suggestions, postings, uploads, input, feedback, concepts, comments, services, know-how, techniques, software or other information you provide to BlackVibes in connection with the use of the Site ("Member Information"); all authorship, graphics, performances, recordings and derivative works of the original sound recording provided by you and identified as your instrumental beat ("Work") (collectively "Information"). All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including, but not limited to, the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Site information ("Content") contained on the Site including Information is owned, controlled or licensed by or to BlackVibes, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You agree that any Information you provide shall not contain any of the following: any viruses or other computer programming routines that are intended to damage, detrimentally interfere with data or personal information; information that is illegal or violates any federal, state, or local law or regulation or the rights of any other person or entity; information creating liability for BlackVibes or its suppliers or business associates; encrypted information; information that infringes any third party's copyright, patent, trade secret, trademark or other intellectual property rights (Restricted Content). BlackVibes reserves the right, but not the obligation, to refuse to post or to remove any content that contains Restricted Content. You agree to comply with all applicable laws, statutes, ordinances and regulations regarding use of the Site, or when posting information. BlackVibes reserves the right to report any wrongdoing to the applicable government agencies or otherwise. You are prohibited from posting any of the above Restricted Content, and providing such content, shall constitute a material breach of the Agreement.
Ownership of Information
By posting Information on the Site you hereby represent and warrant that it is truthful, does not consist of Restricted Content and that you own all right, and interest in the Information or otherwise exclusively control all of the rights to the Information you post or upload to the Site. With respect to Information you submit to the Site, you hereby grant BlackVibes a non-exclusive, world-wide, royalty-free, and transferable right to use, distribute, reproduce, modify, adapt, prepare derivatives, publish, translate, transmit, publicly perform, publicly display, market, and/or assign such Information (in whole or in part) in any format or medium now known or later developed, and to identify you as the author by user name during the posting of the Work on the Site. Such Information shall be non-confidential and non-proprietary to you. BlackVibes is under no obligation to pay any consideration or give credit to you for such Information and BlackVibes is authorized by you to enable other users to search, select, view, and play such Information.
No Endorsement of Information
BlackVibes does not control the ownership, title or interest in Works or other Information and makes no representations, or warrants thereof. All Information provided by you and any Information relied on by you is at your own risk and sole responsibility, and not the responsibility of BlackVibes. Before you act on any Information or engage in the purchase of Works based on the Information provided by this Site, you should confirm any facts and/or procedures that are important to your decision, review quality of Works and review ownership, right, title and interest of Works and their assignability and recordation prior to purchasing any Works or other goods and services from the Site. The Site may contain hyperlinks that reference or link to third party web sites outside of the Site or third party web sites may reference or link to this Site. BlackVibes makes no representations, warranty or endorsements regarding the accuracy, condition, legality, quality, reliability, safety, security or truth of any content posted on those third party web sites and the terms and conditions of this Agreement do not apply to said third party web sites. BlackVibes has no control over the content of any hyperlinked third party websites and shall have no obligation to review those sites' content. Your linking to any other websites is at your own risk. You agree that you must evaluate and bear all risks associated with the use of any content, and that under no circumstances will BlackVibes be liable for any loss or damage of any kind as a result of the use of any Information made available through the Site. BlackVibes does not assume responsibility or liability for any Information or for any claims, damages, or losses resulting from any use of the Site or the Information, materials or services contained therein.
Information on the Site is proprietary or is licensed to BlackVibes. Except as expressly provided in this Agreement, no part of the Site and no Information may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of BlackVibes. You hereby agree not to use any method to intercept or expropriate any system data or Information from the Site or monitor, copy, reproduce, alter, modify, create derivative works, or publicly display any Information from our Site without the express written permission of BlackVibes. You shall not use any automatic device, program, algorithm or methodology, or manual process to access, acquire, copy or monitor any portion of the Site or any Information on this Site and you may not, and this Agreement does not give you permission to, create derivative works, decompile, disassemble, modify, reproduce, reverse engineer or distribute the Information of this Site without the prior express written permission of BlackVibes. You shall not frame, in-line or deep-link, or incorporate the content of the Site for any purpose, unless specifically authorized in writing by BlackVibes.
Digital Signatures and Communications
You hereby agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You and BlackVibes agree that any document or record, including this Agreement, which is transmitted or received by electronic transmission by or on behalf of either party, shall be treated in all manner and respects as an original signed document. Accessing the Site constitutes acceptance of this Agreement by you. You agree that you shall not raise electronic transmission or electronic signatures as a defense to this Agreement or the binding nature thereof or in any matters related to the Agreement, and you agree to waive such defense.
This Site and its contents are the copyrighted property of BlackVibes. The trademarks, service marks, and logos used and displayed on this Site are the registered and/or unregistered trademarks of BlackVibes and others. Nothing on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any copyright or trademark displayed on the Site, or know-how, techniques, ideas and other intellectual property without the prior written permission of BlackVibes. No portion of the content on this Site may be reprinted, republished, modified, or distributed in any form without the express written permission of BlackVibes. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on this Site or its content. BlackVibes reserves any and all rights not expressly granted by this Agreement with respect to the Site.
Disclaimer of Warranty
BLACKVIBES DOES NOT PROMISE THAT THE SITE OR ANY INFORMATION, SERVICE, GOOD OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS AND BLACKVIBES SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SAME. YOUR USE OF, AND BROWSING ON, THIS SITE ARE AT YOUR OWN RISK. EVERYTHING ON THIS SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS OR SUFFICIENCY FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY OR RELIABILITY OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY A USER FROM BLACKVIBES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST BLACKVIBES FOR DISSATISFACTION WITH THE SITE OR ANY INFORMATION IS TO STOP USING THE SITE OR ANY SUCH INFORMATION. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
Limitation of Liability
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL BLACKVIBES, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, JOINT VENTURES, OFFICERS, PARTNERS, REPRESENTATIVES, OR SHAREHOLDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, AND, GOODWILL, EVEN IF BLACKVIBES IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
Notwithstanding the other provisions of this Agreement, if BlackVibes is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Information, BlackVibesí liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature offered on the Site paid in the six months prior to the date of the initial claim made against, or (2) US$100.00. Some states and/or jurisdictions do not allow the limitations of liability, so the above disclaimer may not apply to you.
You agree to indemnify, defend and hold BlackVibes, its affiliates, agents, directors, employees, joint ventures, officers, partners, representatives, or shareholders harmless from and against any loss, liability, claim, demand or expenses of any kind, including attorneys' fees, made against BlackVibes by you or any party claiming through you due to or arising out of or in connection with your use of the Site, including your use of the Site to provide a link to another site, to upload Information or other information to the Site, to purchase Information from the Site, or breach of any provision of this Agreement, or any intentional wrongdoing by you.
Governing Law and Choice of Forum
BlackVibes.com is located in Atlanta, Georgia, USA. You agree that this Agreement and all matters relating to your access to or use of the Site are governed by and construed in accordance with the laws of the United States and by the laws of the State of Georgia, USA, without regard to the conflicts of law rules of such state. You hereby consent to the exclusive jurisdiction and venue of the federal and state courts, tribunals, agencies and other dispute resolution organizations in Fulton County, Atlanta, Georgia, USA in all disputes relating to this Agreement, and hereby consent to the jurisdiction and venue of such court, the appropriate appellate courts therefrom and waive any objection to such jurisdiction or venue. Any claim under this Agreement or access to or use of the Site must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred. In any such action that BlackVibes prevails, BlackVibes shall be entitled to also recover legal fees and costs. Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of this Agreement, including, without limitation, this paragraph and the warranty disclaimers and liability exclusions above. Use of this Site is unauthorized in any jurisdiction where all or any portion of this Site may violate any legal requirements and you agree not to access this Site in any such jurisdiction. You are responsible for compliance with applicable laws.
In the event of any claim, dispute or controversy arising out of, relating to, or concerning this Site and/ or this Agreement the parties shall attempt, promptly and in good faith, to resolve any such dispute. If either party is unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
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