"Service" refers to all resources, functionality and distribution networks, including but not limited to any associated databases and any future web sites and/or networks, and/or Affiliate networks operating under the name "UndergroundMusic.fm" (UMFM). "User" refers to any individual or entity accessing or using the Service. "Affiliates" means any of UMFM's financially or contractually related entities including advertisers, distribution partners, licensors, licensees, consultants and contractors. "Content" refers to any creative work comprised of audio, pictures or text which is submitted to UMFM by User. "Vendor" refers to any third parties linked to or displayed on the UMFM Service. "Member" refers to a User with a UMFM account.
Description of Service:
UMFM is providing User with a Service to review, select and share Content. User must provide all equipment and services necessary for User's access to the Service (including but not limited to all hardware, software and communications).
Disclaimer of Warranties, Limitation of Liability and Indemnification:
The Service is provided by UMFM on an "as is" and "as available" basis. If user cannot or will not agree to any of these terms limiting UMFM's warranties and liability, or if user is unwilling to indemnify UMFM, user cannot and should not use the Service.
To the fullest extent permitted by applicable law, UMFM makes no representations or warranties of any kind, express or implied, regarding the use or function of the Service in terms of correctness, accuracy, reliability, performance, availability or for any other purpose or application.
UMFM shall not be liable for any damages whatsoever, and in particular, shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to the service. The foregoing apply regardless of whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise.
Accounts and Authorized Use:
A User of the Service may, but is not required to, establish an account. Users with an Account shall receive a password giving them control over their account. Users are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. User agrees to promptly notify UMFM at support@UndergroundMusic.com, of any unauthorized use of User's account or any other actual or suspected compromise of their account. Users agree that the right to use the Service is personal and may not be assigned without the written consent of UMFM. User agrees not to resell or make any commercial use of the Service without the express written consent of UMFM.
Modifications and Interruption to Service:
UMFM reserves the right to modify or discontinue the Service with or without notice to the User. UMFM shall not be liable to User or any third party should UMFM exercise its right to modify or discontinue the Service. User acknowledges and accepts that UMFM does not guarantee continuous, uninterrupted or secure access to the Service and user understands that the Service, like any offering on internet, can be unavailable for routine and regular events including but not limited to maintenance, site redesign, provisioning of new content and for other reasons.
Third-Party Sites and Disclaimer of Responsibility:
The Service includes links to other sites on the internet (including Vendor links) that are owned and operated by third parties. User acknowledges that UMFM is and has no responsible for such sites or for any feature or service of them.
Governing Law and Consent to Jurisdiction:
Compliance with Laws:
User is responsible for knowledge of applicable laws and is responsible for compliance with them. User may not use the Service in any way that violates any state, federal, or international laws, regulations or other government requirements. User further agrees not to transmit any Content that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
Copyright and Trademark Information:
Every feature of the Service, including Content, design, text, graphics, interfaces, and the selection and arrangements thereof is protected as the intellectual property of UMFM or its Users. No use may be made of these materials, including reproduction, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of UMFM.
Trademarks displayed on the Service are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with UMFM.
Notification of Claimed Copyright Infringement:
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, UMFM designates the following individual as its agent for receipt of notifications of claimed copyright infringement and for all matters related to IP rights enforcement and related notice and take down issues: By Mail: Copyright Agent, UMFM, P.O. Box 151882, Alexandria, VA 22315. By email: support@UndergroundMusic.com
Users may freely upload original Content that is wholly owned by them. Otherwise, User must have complete and current permission in the form of a written license in order to upload any Content that includes third party rights. Uploading of Content that is not owned or legally controlled by User is strictly prohibited.
User represents and warrants that User controls and has full and complete licenses for any use made of Content. Clearance shall include but not be limited to any and all performance rights as such rights are administered by organizations such as the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc., (BMI) or similar performing rights organizations in other countries such as the Japanese Society of Rights of Authors and Composers (JASEAC), the Performing Right Society Ltd. (PRS), the Society of European Stage Authors and Composers (SESAC), the Societe des Auteurs Composerviceurs Et Editeurs de Musique (SACEM), Gesellscraft fur Misikalische Auffuhrungs und Mechanische Vervielfaltigunsrechte (GEMA) or their affiliates and any similar organization. User is and remains exclusively responsible for ensuring all Content rights are respected and all Content lawfully used. User is solely responsible for and agrees to make any and all payments required to be made to any performing rights society or to any person or entity having or claiming a legal or other interest in the Content.
User grants UMFM the non-exclusive, perpetual, royalty-free, unrestricted, unconditional, worldwide right, license and authorization to run, play, stream or otherwise process copies of User's Content through any means, medium, process, method or network, in any format, device or technology now or hereafter known, developed or discovered.
User can delete Content from the Service at any time.
User grants UMFM the rights herein to exploit Content and/or User in connection with the promotion of UMFM and/or the service without restriction or limitation of any kind.
User agrees that nothing herein shall require UMFM to promote or give preference to User's Content over any other Content at the Service. UMFM expressly reserves all right and authority to solely determine all promotional and related activities.
UMFM has the unqualified right to reject any Content submission for any reason. Initial acceptance does not ensure continued availability, nor is UMFM required to make available any Content that is initially uploaded. Should UMFM or its Affiliates reasonably determine that it is not in the interest of UMFM to promote, distribute, or exhibit Content, UMFM may delete same with no further obligation to User.
The Service is not presently designed to handle Content protected with Digital Rights Management (DRM) technology nor will UMFM establish such protections. Content that is submitted to UMFM that includes DRM or similar copying protection will be rejected.
All rights granted by User to UMFM are made without qualification and are free and clear from any and all restrictions, claims, encumbrances or defects of any nature. To User's best knowledge and belief, there is no litigation, proceeding or claim pending or threatened against User which may materially and/or adversely affect rights in and to the Content, the copyright pertaining thereto or the rights, licenses and privileges granted to UMFM hereunder. User further represents and warrants that there are no claims of infringement, invasion of privacy or publicity, or any other claim made against User or the Content that would prevent UMFM from exercising all rights granted hereunder.
To the best of User's knowledge and belief neither the Content nor any part thereof, nor any materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, license or privilege herein granted, violates or will violate or infringe or will infringe any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil or property right or right of privacy or any other right whatsoever. UMFM is also granted all reasonable license and right to use the Content under any applicable rights of the author under international law, including but not limited to any moral rights and droit de suite.
Users may give (Tipper) and receive (Tippee) money to and from other Users of the Service through the Tipping feature. Tip revenue collected through the Service for the Tippee shall be shared between the Tippee and UMFM, where the Tippee shall receive 80% and UMFM shall receive 20%.
Tips will be cumulated for each calendar month and paid out in one lump sum by the 15th day of the following month.
Users must have a valid PayPal account to receive tipping revenue share. If tipping revenue share is not claimed by Tippee through PayPal within 30 days it will be returned to the the Tipper.
Transfer and Relationship of the Parties:
UMFM may assign the rights granted by User under this agreement to any of its Affiliates or to a successor company or to any entity arising from UMFM merging with, being acquired by or acquiring another company or entity it being the intent that UMFM be freely able to transfer the rights granted by User.Nothing herein contained shall be construed to create a joint venture or partnership between the parties hereto and neither party shall promote or conduct themselves to the contrary.