Privacy Policy

Terms of Use and Service

Modified as of July 8, 2009

Welcome to MPTrax.Com, LLC d/b/a LiveMusicMachine online home to LiveMusicMachine.Com ("LiveMusicMachine"). To get to know us better, please visit our about page. [NEED LINK HERE] The LiveMusicMachine website (located at www.LiveMusicMachine.com) and any additional websites owned and/or operated by LiveMusicMachine are individually and collectively referred to herein as the "Site". All content and materials contained on the Site, excluding your User Content (as defined below), but including all names, logos, trademarks (including but not limited to "LiveMusicMachine.Com" and the "LiveMusicMachine" logo), images, text, graphics, photographs, illustrations, artwork, software, accounts, profiles, goods or services made available (whether for purchase or at no cost) at or through this Site, and other elements making up this Site, are collectively referred to herein as the "Materials". Your use of the Site and the Materials is subject to your compliance with these general Terms of Use and Service ("Terms Of Use") as set forth in this document. Please read the following information carefully, and please return to the Site and review these Terms Of Use and Service from time to time, as it may be amended without notice. Your continued use of the Site will indicate your agreement, without limitation or exception, to be bound by these Terms Of Use and Service. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, PROMPTLY EXIT THIS SITE. Please note that your use of certain features on the Site may be subject to additional Terms of Use and Service ("Ancillary Agreement(s)"). For example, any sweepstakes or contests conducted through this Site will be subject to separate Official Rules and/or separate Terms of Use and Service. By using these features, you agree to be bound by such Ancillary Agreements.

  1. CHANGES TO LIVEMUSICMACHINE.COM TERMS OF USE AND SERVICE

    We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use and Service at any time with or without further notice. If we do this, we will post the changes to these Terms of Use and Service on this page and will indicate at the top of this page the Terms of Use and Service's date of modification. Your continued use of the Web site after any such changes constitutes your acceptance of the new Terms of Use and Service. You are responsible for regularly reviewing these Terms of Use and Service so that you will be apprised of any changes.

  2. OWNERSHIP OF CONTENT
    1. LiveMusicMachine does not own your content. By uploading, posting or displaying (collectively, "Posting") any text, images, audio, video or other content (collectively, "Content") to the Site, you do, however, grant LiveMusicMachine a limited license to use your Content. We call this the "Content License", which is basically a set of rules for how LiveMusicMachine may, and may not, use your Content. You agree that LiveMusicMachine is free to use (without compensation to you or any other party) any ideas, concepts, know-how, or techniques that you communicate to LiveMusicMachine or the Site (including suggestions you send through the Site or via email). Other terms may apply in certain circumstances which differ from this User Content License, which terms shall be set out in an applicable Ancillary Agreement. Specifically, under the Content License:
    • LiveMusicMachine may not sell or give away your Content as permanent downloads or physical copies, alone or in a compilation, without your consent, except that LiveMusicMachine may also give away any tracks you have already authorized to be given away by another party or entity on the Internet.
    • LiveMusicMachine may not continue exercising the Content License after you terminate the license as described below
    • LiveMusicMachine may not use or license another party to use your Content outside of the Site and
    • LiveMusicMachine may include your Content in temporary or permanent features, functions, promotions or other activities occurring on or through the Site, including in "widgets" that are created or managed on or through the Site but exist or function outside of the Site (collectively, "Programs"); these Programs may enable LiveMusicMachine or users to use, modify, reproduce, publicly perform, publicly display, transmit, stream and distribute your Content.
    • LiveMusicMachine may let other parties exercise these rights on the Site and in "widgets" (the Content License is sub licensable)
    • LiveMusicMachine may exercise these rights without paying you (the Content License is fully paid & royalty free)
    • LiveMusicMachine may exercise these rights throughout the Site worldwide, including through LiveMusicMachine "widgets" (such as its universal booking utility widget designed initially for use on MySpace.Com) which may reside outside of the Site
    • You may grant similar licenses to others (the Content License is non-exclusive)
    • You may terminate the license at any time by following the steps described below
    1. Terminating the Content License. If you wish to terminate the Content License with respect to some or all of your Content, you can do so by deleting such Content from the applicable band profile or user profile. To request deletion of entire user profile or band profile you must also send an email to deleteme@LiveMusicMachine.com stating your name, the username, password and registered email address(es) associated with the profile, with the words "Delete User Profile" or "Delete Artist Profile" (as applicable) in the subject line. Please note that if you or another member of your Artist group subsequently place Content on the profile, this will void your deletion notice. If LiveMusicMachine violates the Content License, you may either terminate the Content License as described above or send a reasonably detailed email explaining the violation to deleteme@LiveMusicMachine.com. LiveMusicMachine will correct the violation within a reasonable time not to exceed 30 days after receipt of proper notice. These are your exclusive remedies for a breach by LiveMusicMachine. LiveMusicMachine is not responsible for disputes between users, including breaches of the Content license by users, disputes between users associated with a particular Artist profile, or for any deletion or reinstatement of content that may result from the actions of one or more such users. Notwithstanding anything else in these Terms, please note that terminating the Content License does not automatically remove all of your comments, communications, images, and blogs (including text, video and/or audio) or other Content accumulated throughout the Site as a result of your participation in the Site; LiveMusicMachine retains the Content License in such content and will consider any requests to withdraw such materials on a case by case basis, in light of the technical and other resources necessary to effect such withdrawal, and other factors LiveMusicMachine deems relevant.
    2. Promotional and Community Programs. Programs can be added, deleted or modified by LiveMusicMachine at any time. From time to time, we may initiate Programs that involve use of your Content outside of the general scope of the Content License, or would involve different kinds of content. These Programs may involve different or additional terms than those found in these Terms which you or a representative of the Artist must agree to (collectively, "Ancillary Terms"). Ancillary Terms include formal notice language and click-through agreements, the descriptive names of Programs, and the stated rules/limitations, descriptions and obvious functional elements of such Programs, which serve as notice to you of how such activities are intended to work, and the terms applicable to the activity. Your participation or use of a Program constitutes your agreement to such Ancillary Terms. Examples of such Programs include our booking utility widget.
    3. Your Content is your responsibility. You (and not LiveMusicMachine) are solely responsible for your Content, and for its accuracy, integrity, quality, lawfulness and merit. By putting your Content on the Site, or by delivering your Content to a third party via the Site or other mechanism facilitated by LiveMusicMachine, you are making a legally binding promise that you possess all the rights necessary in order for you to grant to LiveMusicMachine the Content License, and that your Content (and the inclusion of such Content in Programs) does not violate the privacy, publicity or intellectual property rights (including copyright) of any other party. If any royalty or other payment becomes due to any party as a result of LiveMusicMachine fully exercising its Content License rights to such Content, or your participation in the Site or any Programs, then you alone (and not LiveMusicMachine) shall be responsible for such payments. Your use of Content in any Program is your responsibility. You may not upload, post, publish or transmit any Content that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable, including, without limitation, any Content that would constitute illegal activity, give rise to civil liability, or violate any local, state, national or foreign law. You may not put Content on the Site if you can't make all these promises about the Content, or for which you are not legally entitled to grant LiveMusicMachine the Content License.
    4. Site monitoring. LiveMusicMachine reserves the right, but is not obligated to, monitor or screen any or all Content, activity or information exchange occurring on or through the Site, including but not limited to monitoring to determine compliance with these Terms or to accumulate economically valuable data about usage and other behavior patters on or related to the Site. For information on privacy, please see LiveMusicMachine’ Privacy Policy. LiveMusicMachine does not guarantee that any monitoring or screening it conducts will be effective or accurate.
    5. Site organization. The Site is organized around individual "users" who create "user profiles" and "band profiles". An individual user can identify themselves as, or part of, one or more bands or artists on the Site by creating them or by accepting invitations to join band profiles created by others. If you are part of one or more band profiles on the Site, you will be able to upload, modify and/or delete Content from the profile. Please exercise care with respect to band profiles you create or join on the Site, and carefully monitor the activity in such profiles, because you are responsible for all of the Content in such profiles under these Terms, just as if you had personally uploaded it.
    6. More on "widgets". As described above, "widgets" are features or Programs that allow users (and in some cases, others) to use, share or manage content that will appear in a location other than LiveMusicMachine.com. As in all other cases, users who upload content are fully responsibly for such content, including responsibility for respecting the rights of copyright owners. A very basic example of a "widget" is www.mypunchbowl.com/widget
  3. RESTRICTIONS ON USE
    1. Termination of Use. LiveMusicMachine has the right to terminate your use of the Site, or any portion of the Site, with or without notice, in its sole discretion, for any reason or no reason at all, including, but not limited to, if LiveMusicMachine determines (in its sole discretion) that your use of or conduct on or related to the Site (i) violates these Terms Of Use or any Ancillary Agreement, (ii) is harmful to LiveMusicMachine, its customers or vendors, another user or any other party, or (iii) violates applicable law.
    2. Eligibility for Use. If LiveMusicMachine becomes aware of anyone under 13 years of age registering as a user of the Site, LiveMusicMachine will require that verified parental consent be provided in accordance with the Children's Online Privacy Protection Act of 1998. Certain areas of the Site may be off limits to children under 13 regardless of consent. For example, you must be at least 18 years old to access areas of the Site which contain mature or adult content, or to conduct any commercial transactions with or through the Site. In addition, the laws of your jurisdiction may place further restrictions on your rights to access and use the Site, and you must comply with these laws. If you authorize use of the Site by a minor, you acknowledge that certain materials on the Site are or may not be not appropriate for minors, and you agree that you (and not LiveMusicMachine) are responsible for the conduct of such minor, including the consequences to the minor and to other persons as a result of the minor's use of the Site, access to inappropriate materials or transactions, and all other consequences.
    3. Downloading. All Materials in and on the Site are the property of LiveMusicMachine and/or its affiliates or licensors. The Materials contained in and on the Site are protected by federal and international copyright and trademark laws. No portion of the Materials may be reprinted, republished, modified, duplicated, reproduced, or distributed (including for your own personal use or the internal use of your business) in any form without the express written permission of LiveMusicMachine. You shall keep intact any proprietary notices, including copyright notices, contained on or within any downloaded Materials and shall comply with any applicable end user license agreements. You may only download those Materials from the Site that are expressly designated to be downloaded by users. Where a fee is required to download any Materials, you may not download such Materials without paying such fee. You agree not to use technical or other means to circumvent these Terms Of Use or any content protection technology used on the Site. To the extent you knowingly or unknowingly download any music player, cookies or other software from the Site as necessary to cause the Site to function properly on your computer system (the " LiveMusicMachine Software"), you are hereby granted a limited license to use such LiveMusicMachine Software solely for its intended purpose of facilitating permitted use of the Site. The foregoing license may be revoked by LiveMusicMachine at any time with or without notice. Any unauthorized use, transmission, distribution, reproduction, reverse engineering, modification of the LiveMusicMachine Software, or use thereof for an illegal purpose, is expressly prohibited.
    4. Uploading. By uploading, through legitimate or surreptitious means (or otherwise contributing to LiveMusicMachine or the Site), music, data, text, software, graphics, pictures, video, chat, files and other material (collectively, your "User Content"), you are granting LiveMusicMachine certain rights to such User Content (as set forth in the User Content License described below and in any applicable Ancillary Agreement). Therefore it is very important that you own your User Content or have the legal right to upload it and the legal right to grant such rights to LiveMusicMachine. You are prohibited from uploading or otherwise contributing User Content for which you are not legally entitled to grant such rights. Although LiveMusicMachine does not generally screen User Content, and has no obligation to do so, LiveMusicMachine reserves the right to screen User Content at any time. LiveMusicMachine does not guarantee that any such screening will actually occur or, if it does occur, that it will be effective or to your satisfaction. You may not upload, post, publish or transmit any User Content that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable, including, without limitation, any User Content that would constitute illegal activity, give rise to civil liability, or otherwise violate any local, state, national or foreign law.
    5. Purposes of Use. You agree that you will only use the Site (including features thereof and products or services offered thereon) for its intended purpose. You agree to limit such uses to your personal, non-commercial use, except for such features, products or services which the Site specifically identifies are for your commercial use, and in such cases that commercial use will be in compliance with these Terms Of Use and any applicable Ancillary Agreements. Use of the Site for permitted commercial purposes may not involve any third party individual or company or payment to such party except as expressly permitted in an applicable Ancillary Agreement. For the avoidance of doubt, except as expressly authorized pursuant to these Terms Of Use and applicable Ancillary Agreement, you may not, with respect to audio and video clips ("Clips"), without limitation:
      1. use the Clips for any commercial purposes including, without limitation, sale, resale, hire, reproduction or promotional purposes, or uses that require synchronization, public performance, mechanical, print rights or any other rights not expressly licensed to you in these Terms Of Use and the applicable Ancillary Agreement;
      2. broadcast, communicate to the public, transmit to any other person or otherwise distribute any Clips (including but not limited to making available Clips on file sharing networks);
      3. modify, adapt or create derivative works of the Clips;
      4. make any copies, digital or physical, of the Clips, including on a digital music player or CD; or
      5. remove or in any way amend or tamper with any copyright or trademark notice or other identifier contained on or in any of the Clips.
      All rights granted to you under these Terms Of Use and applicable Ancillary Agreements relating to the Clips do not constitute a grant or waiver or any other limitation of any right of the copyright owners of any Clips, including, without limitation, any rights that they may have in the sound recording and underlying musical composition or audiovisual work embodied in the Clips made available to you. Any use of the Clips or any parts thereof other than as permitted under these Terms Of Use is a violation of copyright of their respective owners and these Terms Of Use and may expose you to legal action.
    6. General. You agree not to (i) use this Site, the User Content, the Materials, or any products or services included on or available through this Site for any unlawful purpose, (ii) restrict or inhibit any other user from using and enjoying this Site, including by means of disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of the Site are able to type, hacking or defacing any portion of the Site, introducing any virus, worm, Trojan Horse, Easter Egg, time bomb, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges; (iii) post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication or engage in spamming or flooding; (iv) impersonate any other person or entity, or misrepresent your affiliation with any other person or entity; or (v) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Materials on the Site.
    7. Other Rights Reserved. Any rights not expressly granted by these Terms Of Use and Conditions or any applicable end user license agreements are reserved by LiveMusicMachine.
    8. You accept that it is your responsibility to install appropriate anti-virus and security software on your computer hardware to protect against a computer security threat which may be transferred to your computer hardware through the use of LiveMusicMachine and/or the LiveMusicMachine website including but not limited to viruses, Trojan horses, time bombs or any other form of programming routine designed to damage or otherwise impair a computer's functionality or operation.
    LiveMusicMachine derives its rights to use the musical tracks offered on LiveMusicMachine from artists and record labels for fixed periods of time and, sometimes, for limited territories. LiveMusicMachine is sometimes required to pull certain tracks off the Service for legal reasons. Therefore, certain tracks offered or advertised by LiveMusicMachine may not be available when you try to download, and not all tracks are available in all countries.
  4. AUTHORIZATION
    1. During the Term you hereby grant to us and our sub-licensees the non-exclusive, worldwide right to:
      1. Reproduce, distribute, perform, and/or display the Masters, in whole or in part, as individual tracks or coupled with other master recordings, as both non-interactive and on-demand digital audio streams,
      2. Reproduce, distribute and/or display the Related Materials in connection with uses of the Masters as provided for herein.
      3. Perform the Masters via terrestrial and/or satellite radio broadcast.
      4. Edit, reproduce and/or perform up to thirty (30) second samples ("Samples") of each Master and make such Samples available by streaming to promote the Masters or the Site.
      5. Reproduce, distribute, perform, and/or display the Masters designated by Artists as “free” downloads, in whole or in part, as individual tracks or coupled with other master recordings used in any known physical format to be used as “free” giveaways to promotes the Master, the Artist or LiveMusicMachine.
      6. Perform and/or display the Masters, Samples and/or Related Materials during or in conjunction with the display of any audio or audio-visual third party advertisements on the LiveMusicMachine Site.
      7. Use the Compositions in the same manner as the use of the Masters is authorized. In that connection, you specifically warrant and represent that you have obtained all the necessary rights, licenses and permissions from any and all third parties such as, without limitation, publishers and/or authors, as may be desirable or necessary to authorize use of each Composition as provided herein.
      8. Use the Submitted Content as may be reasonably necessary or desirable to exercise any of the rights granted pursuant to this Agreement.
    2. We and our licensees shall have the right to use the Submitted Content in the same manner as authorized herein in connection with the LiveMusicMachine Site and on any other websites that are owned, controlled, affiliated with, or licensed by us or our licensees.
    3. With respect to all uses of the Submitted Content as provided under Subparagraph 2(a), we shall have no obligation to make any payment of any kind (including, without limitation, any royalties) to you or any other person, firm or corporation whether or not we and/or our licensees shall receive any monies or other consideration in connection with such uses, provided that in the event we shall desire to sell phonograph records embodying any Master (including by way of sales of digital downloads) we shall only do so after you and we have mutually agreed to your royalty participation with respect such sales, .
    4. You agree that we shall have the right to enter the Submitted Content on your behalf for inclusion in and otherwise in connection with any contests, sweepstakes or promotions that may be offered from time to time on the LiveMusicMachine Site or any other websites that are owned, controlled, affiliated with, or licensed by us or our licensees (herein the "Contests"). Your participation in any Contest shall be subject to the attendant rules of such Contest as shall be posted from time to time on the LiveMusicMachine Site or such other website where the Contest is being offered. In the event you do not consent to participate in a particular Contest, you shall have to right to send us notice hereunder of your election not to participate in such Contest within five (5) days following our announcement of such Contest on the LiveMusicMachine Site or such other website where same is being offered.
    5. Nothing herein shall obligate us to exercise any rights granted under this Agreement, and any use of Submitted Content shall be made at our sole election. We have the right to review, edit, alter, decline to post or remove any Submitted Content from the LiveMusicMachine Site at our discretion, provided that we will notify you of any alterations to the Submitted Content.
    6. You agree to be bound by the policies posted by us from time to time on the LiveMusicMachine Site with respect to the services provided by us.
    7. We are not able to return to you any copies of Submitted Content provided by you and you agree that you have and shall at all times retain at least one copy of each item of Submitted Content and do hereby release us from any and all liability for loss or other damage to any copies of Submitted Content.
    8. You acknowledge that we have received and will be receiving a large amount of submitted material from third parties. You further acknowledge that we have had, and will continue to have access to materials that may be coincidentally similar to and/or identical to any item of your Submitted Content. You agree that you shall not be entitled to any compensation by reason of our use of any such similar or identical materials.
    9. If you belong to a performing rights society, you understand that it is your sole responsibility to notify your performing rights society of the direct license you have granted herein.
  5. BOOKING UTILITY/PLATFORM

    LiveMusicMachine is solely involved as the transaction platform between venues/hosts and artists or bands. LiveMusicMachine is not an employer of any artist or band and shall not be responsible for any decisions made by a venue to select artists or bands for a particular gig at a venue, i.e. any place where a gig may be performed including but not limited to homes, colleges or universities, fraternities, sororities, offices, clubs or live music venues of any kind. LiveMusicMachine makes no representations about any gigs whether made or not by the host or promoter. LiveMusicMachine is solely a transaction platform. LiveMusicMachine has no control over the content submitted by either party, the quality, safety or legality of the gigs posted, the truth or accuracy of the listings, the ability of venues or any alleged host to offer gig opportunities to artists or bands or the ability of artists or bands to fill gig openings and LiveMusicMachine may take any action with respect to content submitted that it deems necessary or appropriate in its sole discretion to protect LiveMusicMachine. Content submitted via LiveMusicMachine Booking Utility/Platform shall be deemed "Submitted Content" for purposes of these Terms. While LiveMusicMachine reserves the right in its sole discretion to remove content submitted, gig postings, artist or band information or other material from LiveMusicMachine from time to time, LiveMusicMachine does not assume any obligation to do so and disclaims any liability for failing to take any such action. Users should be aware of the risk of risk of physical and other harm that is inherent in dealing with third parties you connect with via websites such as LiveMusicMachine. LiveMusicMachine assumes no responsibility for any such dealings or contact. LiveMusicMachine cannot and does not confirm that each host, venue, artist or band is who they claim to be. Any disputes between hosts, venues, artists and bands must be resolved amongst themselves, and by using LiveMusicMachine, all hosts, venues, artists and bands hereby agree to release LiveMusicMachine (and its officers, directors, employees and agents) from claims, demands and damages (actual and consequential and direct and indirect) 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 Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." LiveMusicMachine specifically prohibits any of the following in connection with its Booking Utility/Platform: (a) post any information for any purpose other than a host or venue seeking an artist or band or a artist or band seeking a gig; or (b) post any incomplete, false or inaccurate biographical information or other relevant and/or necessary information.

    LiveMusicMachine reserves the right to require paid access for certain LiveMusicMachine Booking Utility/Platform features or transaction fees from both hosts and artists who mutually agree on a booking to be performed in the future. In such event, a valid credit card number will be required. The LiveMusicMachine Utility/Booking Platform offerings and pricing, as well as features on other sections of LiveMusicMachine.com, are subject to change at any time with or without notification. If LiveMusicMachine terminates your account membership because you have breached these Terms, you will not be entitled to any refund of fees paid. Downgrading your service may cause the loss of content, features, or capacity of your Account. LiveMusicMachine does not accept any liability for such loss. You are solely responsible for properly canceling your account. You can cancel your account at any time by emailing support@LiveMusicMachine.com and formally requesting your account being cancelled. All of your content will be immediately deleted from the service upon cancellation. This information cannot be recovered once your account is cancelled. LiveMusicMachine, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the service, or any other LiveMusicMachine service, for any reason at any time. Such termination of the service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. LiveMusicMachine reserves the right to refuse service to anyone for any reason at any time. Questions and concerns can be addressed to Support via email to support@LiveMusicMachine.com

  6. THIRD PARTY TRANSACTIONS

    The Site may contain links to third parties within the Site, or to third party websites, where users can purchase goods or services from third party merchants ("Merchants"). Orders to purchase any goods or services from Merchants are subject to such Merchant's terms and conditions governing such transactions. LiveMusicMachine is not a party to such transactions, notwithstanding that LiveMusicMachine may benefit financially or otherwise from such transactions. LiveMusicMachine cannot confirm that any particular Merchant is who that Merchant claims to be, or any other claims by such Merchant.

  7. PROPRIETARY RIGHTS, ROYALTY PAYMENTS, RIGHTS OWNERS AND PAYMENT EVENTS

    You shall enter into a separate Digital Distribution Services Agreement ("the DDS Agreement") with us which shall detail the terms of our agreement with respect to any Materials that you wish to submit to LiveMusicMachine. For the avoidance of doubt LiveMusicMachine does not claim any ownership rights in any Materials that you submit, post, or display on or through the LiveMusicMachine Services or on the LiveMusicMachine website. After submitting, posting or displaying Materials on or through the LiveMusicMachine Services or on the LiveMusicMachine website, you will continue to retain all ownership rights in such Materials, and you will continue to have the right to use your Materials in any way you choose. By submitting, posting or displaying any Materials on or through the LiveMusicMachine Service and entering into the DDS Agreement you will have granted to LiveMusicMachine a limited license to use, modify, publicly perform, stream, publicly display, reproduce, and distribute such Materials (including for the avoidance of doubt allowing LiveMusicMachine the right to embed advertisements and/or messages in or around the Materials and include any Materials as part of RSS feeds and/or Podcasts) solely on and/or through the LiveMusicMachine Service.

    The license you grant to LiveMusicMachine via the DDS Agreement will be non-exclusive (meaning you are free to license your Materials to anyone else in addition to LiveMusicMachine), and any royalty/payment to you will be covered in the DDS Agreement. In the event of a payment becoming due, the payment will be made to the single person/account authorized as being responsible for receiving payment as communicated to us in writing at the time of registration and LiveMusicMachine will not be responsible to share proceeds from downloads to rights owners other than the single contact identified at registration. As specified in the DDS Agreement given the potential transaction costs, LiveMusicMachine and the rights owners agree that payments will only be made when the cumulative download balance exceeds $10.00 (Ten Dollars United States Currency) and a payment account will be classed as dormant and will cease to become due for payment or any liability if the total payment due is less than $10.00 and no active transactions have occurred for a period of 12(twelve) months.

    By entering into the DDS Agreement you will have granted us the right to stream your materials and that any streaming of your materials for purpose of reviewing content will be royalty free (meaning LiveMusicMachine is not required to make any payment) and LiveMusicMachine will be entitled to sublicense all rights granted by you (so that LiveMusicMachine is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the LiveMusicMachine Service). You represent and warrant that:

    LiveMusicMachine and its affiliates and licensors own and retain all rights in the LiveMusicMachine web site and LiveMusicMachine Service, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including without limitation all (1) text, (2) software, (3) photographs, (4) graphics, (5) page layout, and (6) design presented through and as part of the LiveMusicMachine Service by LiveMusicMachine. Except as expressly authorized by LiveMusicMachine you may not copy, modify, publish, transmit, distribute, perform, display or sell any of LiveMusicMachine “ proprietary information. “ LiveMusicMachine is a trademark of LiveMusicMachine.Com..

  8. NO REFUNDS

    Please note that we are unable to accept cancellation of any live music connections booked through this site and which has a paid for transaction fee, nor offer any refund for such live music connections, once host/venues and artists/bands have confirmed their completion of the transaction and both parties have paid the agreed upon transaction fee and a live music connection has been consummated. All such transactions are final. The LiveMusicMachine service enables you to preview content for free and this ability to preview content prior to your paying your live music connection transaction fee, will assist in your decision making prior to agreeing to make and participate in such a live music connection transaction.

  9. PRIVACY POLICY

    We take your privacy very seriously and collection and use of personal information is governed by our Privacy Policy.

  10. COPYRIGHT AND INTELLECTUAL PROPERTY

    The LiveMusicMachine website and the underlying computer code used by us to design, operate and maintain the website and all content and material contained within or available on the Website is protected by rights of copyright, trademarks, service marks, patents, database rights, domain name rights, trade secrets and/or other proprietary intellectual property rights and laws throughout the world. Unless expressly authorized by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the LiveMusicMachine website. Notwithstanding the above, you may use the content and materials on the Website in the course of your normal, personal, non-commercial use of the LiveMusicMachine website.

  11. TERMINATION, MODIFICATION AND EFFECT OF TERMINATION
    1. Both parties shall have the right to terminate the Term of this Agreement at any time and for any reason by sending written notice hereunder of their election to terminate the Term of this Agreement to the other party.
    2. We reserve the right, in our sole discretion, to change, modify, add or delete all or part of the provisions of this Agreement, provided that notice hereunder of any amendments and/or modifications to this Agreement shall be sent to you prior to their effective date via the email address submitted with your Registration and/or prominent posting of such on our Website.
    3. We agree to use commercially reasonable efforts to remove any and all Submitted Content from the Site and to direct our licensees to do the same within five (5) business days following the date of receipt of such written notice of termination of this Agreement. Following termination of the Term of this Agreement by either party, Paragraphs 3, 5, 6, 7, 8 and 9 hereof shall survive and remain in full force and effect.
  12. INDEMNIFICATION AND LIMITATION OF LIABILITY
    1. You agree to indemnify and hold harmless, and upon our request, defend us and our licensees and affiliates (and the respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party concerning a breach or alleged breach of any warranty, representation, covenant or agreement made by you under this Agreement, including, without limitation, any claim that any use of any element of the Submitted Content as authorized hereunder violates or infringes the rights of another party. Upon final adjudication or settlement of any such claim, you will reimburse us on demand for all sums with respect to any payments made or costs incurred in resolution of any claim that is subject to indemnification described in Section 7.
    2. EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.
  13. WARRANTY DISCLAIMER

    Ancillary Agreements. Please also note that your use of certain features on the Site may be subject to additional instructions, guidelines and/or terms (collectively, these are called "Ancillary Agreement(s)"). For example, any sweepstakes or contests conducted through this Site will be subject to separate Official Rules, and these would be considered Ancillary Agreements. These may either expand or limit LiveMusicMachine’s Content License with respect to particular Content, but such differences will always be set out in an applicable Ancillary Agreement (which you can choose to accept or not). By using these features or participating in such promotions, you agree that you are bound by such Ancillary Agreements. Whenever any Ancillary Agreements apply, their terms should be considered part of these "Terms".

    THE SITE IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVEMUSICMACHINE DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE, FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, OR INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT LIVEMUSICMACHINE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT (INCLUDING USER CONTENT), COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIALS ON THE SITE. LIVEMUSICMACHINE DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. LIVEMUSICMACHINE DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. LIVEMUSICMACHINE MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF USER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY LIVEMUSICMACHINE. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT ANY MATERIALS ARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, THIS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIALS. Some jurisdictions do not allow a disclaimer of some or any implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties, to the extent so prohibited. Although LiveMusicMachine attempts to ensure the integrity and accurateness of the Site, it makes no warranties or guarantees whatsoever as to the correctness or accuracy of the Site. It is possible that the Site could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that you notice an inaccuracy, please inform LiveMusicMachine so that it can be corrected by contacting weberrors@LiveMusicMachine.com. Information contained on the Site may be changed or updated by LiveMusicMachine without notice.

  14. LIMITATION OF LIABILITY

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL LIVEMUSICMACHINE OR ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, SPONSORS AND ADVERTISERS BE LIABLE TO ANY USER ON ACCOUNT OF OR FOR DAMAGES ARISING FROM:

    THE USER'S USE OR MISUSE OF AND RELIANCE ON THE SITE (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM INTERUPTIONS, SUSPENSION OR TERMINATION OF THE SITE OR PORTIONS THEREOF, AND DAMAGES TO THIRD PARTIES);

    OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE; OR

    ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. SUCH LIMITATION OF LIABILITY SHALL APPLY, WITHOUT LIMITATION:

    TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF LIVEMUSICMACHINE OR ITS SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, SPONSORS OR ADVERTISERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES);

    TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA;

    WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF ANY ASPECT OF THE SITE OR ANY INFORMATION, MATERIALS OR MERCHANDISE THAT APPEAR ON, OR ARE LINKED OR RELATED IN ANY WAY TO, THE SITE (NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY); AND

    TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF PROFILES, ANY USER PAGES OR OTHER USER CONTENT STORED THROUGHOUT THE SITE.

    THE LIMITATIONS SET FORTH ABOVE SHALL ALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitations may not fully apply to you.

  15. INDEMNITY AND RELEASE

    By using the Site you agree to indemnify LiveMusicMachine, and their subsidiaries, partners, affiliates, agents, consultants, sponsors, advertisers and licensors, and their respective officers, directors, employees, shareholders, agents and representatives (collectively, the "Released Parties"), and hold the Released Parties harmless from any and all claims and expenses, including attorneys' fees, arising from your use of the Site or the Materials on the Site, your breach of any term or condition contained in these Terms Of Use or any applicable Ancillary Agreement, or your submission of User Content, ideas and/or other materials to LiveMusicMachine by any means or from any person's use of any account or password you maintain with LiveMusicMachine or the Site, regardless of whether such use is authorized by you. By using the Site, or submitting any ideas and/or related materials to LiveMusicMachine, you are hereby agreeing to release the Released Parties from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to any products and services obtained or used through the Site or to any disputes regarding use of ideas and/or related materials submitted to LiveMusicMachine. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES IN RELEVANT PART: "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 IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

  16. LIMITATION OF ACTIONS

    You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the Site must be filed within one (1) year after such claim or cause of action arises, or forever be barred.

  17. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

    It is the policy of LiveMusicMachine to respond expeditiously to claims of intellectual property infringement. If you believe that your User Content has been copied in a way that constitutes copyright infringement, please provide the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your full name, address, telephone number, and email address; (v) a written 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; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

    LiveMusicMachine’ Copyright Agent for notice of claims of copyright infringement can be reached as follows:

    DMCA Compliance
    LiveMusicMachine.Com
    P.O. Box 6368
    Baltimore, MD 21230
    Telephone: (410) 727-4758
    Fax: (410) 727-4758
    E-mail: copyright@LiveMusicMachine.com
  18. INFORMATION YOU PROVIDE TO US

    You may be required to provide us with information about yourself in order to enjoy certain features of the Site, such as setting up an account and making live music connections. If you choose to provide us with such information, you agree: (a) to provide true, accurate, current and complete information about yourself as prompted by the Site, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate your account and refuse any and all current or future use of the Site. Any information you provide to us is subject to our Privacy Policy. You are solely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify LiveMusicMachine immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by LiveMusicMachine or any other user of or visitor to the Site due to someone else using your ID, password or account.

  19. CONTESTS

    From time to time, LiveMusicMachine may offer contests to our users. These contests are designed to be both fun and interesting to our user base. All LiveMusicMachine contests are governed by a specific and binding set of rules. Full rules vary on a contest by contest basis and are listed in detail (by hyperlink) as an addendum to this statement. Individual contest rules are available by electronic or written request to either contests@LiveMusicMachine.com or LiveMusicMachine - PO Box 6368, Baltimore, MD 21230, Attention: Contest Rules

  20. LINKS TO OUR SITE

    If you desire to provide a hyperlink from your Website to our Site, you must agree to be bound by the terms of our Hyperlink License Agreement. If you are interested in receiving a copy of the Hyperlink License Agreement, please contact us at marketing@LiveMusicMachine.com.

  21. LINKS OR POINTERS TO OTHER SITES

    LiveMusicMachine makes no representations whatsoever about any other Website that you may access though the Site. When you access a non- LiveMusicMachine Website, please understand that it is independent from LiveMusicMachine, and that LiveMusicMachine has no control over the content on that Website. In addition, a hyperlink to a non- LiveMusicMachine Website does not mean that LiveMusicMachine endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. Use of any non- LiveMusicMachine sites is at your own risk. We encourage you to note when you leave this Site and to read the terms of use of such other Websites.

  22. CHOICE OF LAW AND VENUE

    These Terms Of Use are entered into in the State of Maryland and shall be governed by and construed in accordance with the laws of the State of Maryland, exclusive of its choice of law rules. Each party to these Terms Of Use submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Baltimore in the State of Maryland, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce these Terms Of Use, the prevailing party will be entitled to costs and attorney fees. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms Of Use shall otherwise remain in full force and effect.

  23. ENTIRE AGREEMENT; AMENDMENTS

    These Terms Of Use constitute the entire agreement between LiveMusicMachine and you pertaining to the subject matter of these Terms Of Use. In its sole discretion LiveMusicMachine may change, add to or subtract from these Terms Of Use, or any Ancillary Agreement (except where such Ancillary Agreement requires otherwise), at any time by posting a revised version of these Terms Of Use or such Ancillary Agreement on the Site. You will be bound by such amended terms. Therefore it is important that you review the Terms Of Use and any applicable Ancillary Agreements regularly.

    If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

  24. NO UNLAWFUL OR PROHIBITED PURPOSE

    As a condition of your use of the Site, you warrant to LiveMusicMachine that you will not use the Site for any purpose that is unlawful or prohibited by these Terms Of Use or any Ancillary Agreement.

  25. INTERNATIONAL USE

    We make no representations that the Materials, products, and/or services on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so at their own initiative and are responsible for complying with all local laws and regulations regarding online conduct and acceptable content.

  26. ELECTRONIC COMMUNICATIONS

    LiveMusicMachine may communicate with you regarding any matter relating to these Terms Of Use and/or your use of the Site by mail, telephone or electronic communications (e.g., by e-mail and/or postings on the password-protected area of www.LiveMusicMachine.com available to registered users of the Site). You agree that all electronic communications from LiveMusicMachine shall be deemed to be communications "in writing" and deemed delivered to you no later than the earlier of the date actually received or five (5) days from the date of posting or transmission. You may update your contact information by updating your account and profile on the Site or by signed letter delivered by means of Federal Express, UPS or other similarly reputable means providing tracking and proof of delivery, to LiveMusicMachine.Com at its then current business address (currently PO Box 6368, Baltimore, MD 21230, Attention: Legal). To access information electronically, you need an IMB or MAC compatible computer, Internet access, an Internet Browser [Netscape Navigator version 4.0 or Internet Explorer version 5.0 (or later versions) for IBM compatible computers, or Netscape Navigator 5.0 or Internet Explorer 5.0 (or later versions) for MAC compatible computers] and an email account. To retain copies of electronic communications, you will need a printer attached to you computer or sufficient storage space in your disk drive to save an electronic copy.

  27. MISCELLANEOUS

    Headings and numbering of paragraphs used in these Terms Of Use are for reference only and do not limit or modify the effect of any portion of these Terms Of Use.

  28. CONTACTING US

    If you have any questions or comments about these Terms Of Use, please contact us at: info@LiveMusicMachine.com