MUSIC FOR RHYMES
TERMS OF USE
(EFFECTIVE AS OF MAY 1, 2015)

PLEASE READ CAREFULLY

This Music for Rhymes Terms of Use Agreement (this “Agreement“) is a legal agreement between you and The Hendrix Brothers, LLC. (“Music for Rhymes“, “we“, “us” or “our“) providing, among other things, the terms and conditions for your use of Music for Rhymes’s streaming beats and content services (collectively, the “Music for Rhymes Service“), including but not limited to delivery via our Web site [http://www.Music for Rhymes.com] (the “Site“), a mobile device, or otherwise.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE MUSIC FOR RHYMES SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE MUSIC FOR RHYMES SERVICES.

1. We May Modify These Terms From Time To Time.

Sometimes changes in the law or changes in the relationships between Music for Rhymes will require us to modify these terms of use, which we may do from time to time. If we do, we will post a copy of the amended Agreement at http://www.MusicforRhymes.com. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Music for Rhymes Services or, if applicable, cancel your Music for Rhymes Service subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Music for Rhymes Services after any amendments are posted on the Site.

2. Where Can I Find Help?

If you have any questions concerning this Agreement or need technical support, you can contact Music for Rhymes support by visiting http://MusicforRhymes.com or emailing hendrix@musicforrhymes.com.

3. Who May Use The Music for Rhymes Service?

In order to use the Music for Rhymes Service, you must be at least 13 years of age. You represent that (i) you are at least 13 years old, (ii) you have read, understood, and agree to be bound by this Agreement. If you are not at least 13 years old, or you do not agree to all the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access or use the Music for Rhymes Service.

Notwithstanding any descriptions or representations on the Music for Rhymes Service, not all the features of the Music for Rhymes Service may be available in your country. You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to use the Music for Rhymes Service.

PARENTAL ADVISORY. IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF USE WITH YOUR PARENTS. THE MUSIC FOR RHYMES SERVICE IS NOT DESIGNED FOR USE BY CHILDREN UNDER THE AGE OF 13, AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN ON OUR SITE. BECAUSE THE MUSIC FOR RHYMES SERVICE MAY PROVIDE ACCESS TO MUSIC OR OTHER CONTENT THAT CONTAINS EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17.

4. What Information Do I Need To Submit To Use The Music for Rhymes Service?

To use any aspect of the Music for Rhymes Service, you must register and provide a valid email address, a password, your gender, age and zip code (the “Registration Data“). Music for Rhymes will use your Registration Data in accordance with its privacy policy [www.MusicforRhymes.com/privacy-policy]. You acknowledge that your submission of any information to Music for Rhymes is at your own risk. Music for Rhymes does not assume any liability to you with regard to the misuse or loss of such information in any way.

5. What Is Music for Rhymes’s Privacy Policy?

Music for Rhymes cares about your privacy. It is important that you read and understand the terms of Music for Rhymes’s Privacy Policy.

a. Music for Rhymes uses your Registration Data and information about your device to provide the Service to You. Music for Rhymes does not share your email address or personally identifiable information with third parties for their own independent marketing purposes unless we receive your permission.

b. Music for Rhymes uses and may share data about the device you use to access the Music for Rhymes Service, including information about the type of device you use, the IP address, the MAC address and other device type identifiers, in order to provide the Service and to improve the Service.

c. Music for Rhymes may cooperate with and disclose information (including your Registration Data) to a law enforcement authority, government official or third party in response to a subpoena or court order, without giving any notice to you.

d. Music for Rhymes does not ask for, access or track any location based information from your mobile device at any time when using the Music for Rhymes Service from a mobile device.

Again, we encourage you to read and understand the full and complete terms of Music for Rhymes’s Privacy Policy.

6. Music for Rhymes’s Use Of Your Email Address and Mobile Phone Number.

You agree that Music for Rhymes may use your email address to send you service-related notices, including notices required by law, in lieu of postal mail. You may not opt out of service-related e-mails. We may also use your email address and mobile telephone number to send you informational emails and mobile text messages about Music for Rhymes and special offers. You may opt out of informational email by changing your account settings or by contacting us through our contact page. You may opt out of informational mobile text messages by contacting us through our contact page.

7. You Are Responsible For Maintaining Your Account.

You have responsibility for maintaining the confidentiality and security of your account. You agree that you will not allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Music for Rhymes will not be responsible for any losses arising out of the unauthorized use of your Registration Data or account.

8. Security And Use Of Credit Card Information.

Music for Rhymes uses Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but us. Credit card numbers are used only for processing payments and are not used for other purposes.

Music for Rhymes may also use technology to protect the Music for Rhymes Service from unauthorized or excessive use. Your use of the Music for Rhymes Service may be limited by such technology. Additionally, Music for Rhymes reserves the right to institute additional charges for use of the Music for Rhymes Service in excess of a certain amount, in Music for Rhymes’s sole discretion. In such cases, Music for Rhymes will notify you of the fees involved and you will not be charged without your consent.

IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY OF THE MUSIC FOR RHYMES SERVICE, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

9. Your License To Use The Music for Rhymes Service.

Subject to the terms and conditions of this Agreement, and your payment of any required fees, Music for Rhymes grants to you a limited, non-exclusive, non-transferable license to access and use the Music for Rhymes Services in legally authorized jurisdictions for personal non-commercial purposes only, except as expressly permitted in Section 10 below. Music for Rhymes reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

ANY USE OF THE MUSIC FOR RHYMES SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

You agree that you will not:

(i) use the Music for Rhymes Service to download or reproduce copyrighted materials;
(ii) copy, store, edit, change, prepare any derivative work of, or alter in any way any of the tracks streamed or downloaded through the Music for Rhymes Services;
(iii) make the Music for Rhymes Service available over a network (other than Music for Rhymes’s network) where it could be used by others;
(iv) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Music for Rhymes Service, a Music for Rhymes application or any portion thereof except as expressly allowed under applicable law;
(v) circumvent any technology used by Music for Rhymes or its licensors to protect content accessible via the Music for Rhymes Service;
(vi) rent, lease or sublicense any of the Music for Rhymes Service;
(vii) provide your password to any other person; or
(viii) use the Music for Rhymes Service in any way that violates the terms of this Agreement.

10. Beats vs Production

The Hendrix Brothers, LLC. has donated beats to Music for Rhymes to use as needed, and will continue to until further notice. Beats are pre-made instrumentals with a set structure in sound and time. Production requires the altering of that structure to conform to individual use. Music for Rhymes does not provide production. It only provides beats.

11. License Agreement for Beats

The Hendrix Brothers, LLC. provides Music for Rhymes users an unlimited non-exclusive rights license to the beats streamed or downloaded from www.musicforrhymes.com.

Sound Recording/BEATS

THIS LICENSE AGREEMENT is made on the day of access to the Music for Rhymes platform (“Effective Date”) by and between registered users of the Music for Rhymes platform (hereinafter referred to as the “Licensee”), and The Hendrix Brothers, LLC. (“Songwriter”). (hereinafter referred to as the “Licensor”). The Composition, including the music thereof, was composed by The Hendrix Brothers, LLC. (“Songwriter”) managed under the Licensor.

All licenses are non-transferable.

Master Use. The Licensor hereby grants to License a non-exclusive license (this “License) to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”)

Mechanical Rights. The Licensor hereby grants to Licensee a non-exclusive license to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the “Recordings”, and individually, a “Recordings”) worldwide for up to the pressing or selling a total of Unlimited (Unlimited) copies of such Recordings or any combination of such Recordings, condition upon access to the Music for Rhymes service. Additionally licensor shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to Unlimited (Unlimited) monetized audio streams to sites like (Spotify, RDIO, Rhapsody) but not eligible for monetization on YouTube.

Performance Rights. The Licensor here by grants to Licensee a non-exclusive license to use the Master Recording in Unlimited non-profit performances, shows, or concerts. Licensee may not receive compensation from performances with this license.

Synchronization Rights. The Licensor hereby grants limited synchronization rights for one (1) music video streamed online (Youtube, Vimeo, etc..) for up to Unlimited non-monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video game.

Broadcast Rights. The Licensor hereby grants to Licensee no broadcasting rights.

Credit. Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name “The Hendrix Brothers” in writing where possible and vocally otherwise.

Indemnification. Accordingly, Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney’s fees, arising of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.

Audio Samples. 3rd party sample clearance is the responsibility of the licensee.

Miscellaneous. This license is non-transferable and is limited to the Compositions obtained through the Music for Rhymes platform, does not convey or grant any right of public performance for profit, constitutes the entire agreement between the Licensor and the Licensee relating to the Compositions, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives.

Governing Law. This License is governed by and shall be construed under the law of the State of Michigan, without regard to the conflicts of laws principles thereof.

Term. Executed by the Licensor and the Licensee, to be effective as for all purposes as of the Effective Date first mentioned above and shall terminate exactly ten (10) years from this date.

Publishing. Licensor grants Licensee 0% of publishing rights. Licensor maintains all publishing rights.

12. Music for Rhymes Subscription

A Music for Rhymes Subscription provides you with access to more beats and other educational resources. Music for Rhymes reserves the right to promote its own products or services on the Music for Rhymes service.

Unless otherwise prohibited by applicable law, your Music for Rhymes Subscription is set to automatically renew and your credit card will be charged the then-current monthly or annual (as elected) subscription fee, plus applicable tax, to the payment method provided by you, until you either turn off auto-renewal from your account settings or contact Music for Rhymes to cancel your subscription. You may cancel your subscription at any time by contacting Music for Rhymes.

By registering for a Music for Rhymes Subscription through our site, you agree to be bound to the following terms and conditions (“Music for Rhymes Terms”), which apply to all versions of Music for Rhymes, whether they are paid, trial, free or gift subscriptions. However, if you register for a Music for Rhymes Subscription through a third party website (“External Registrations”), you may be subject to different terms and conditions (including, but not limited to, refund terms and conditions) than those stated below. It is your responsibility to determine whether different terms apply and to review and refer to such third party terms and conditions, if applicable. Music for Rhymes reserves the right to change, update and revise any portion of the Music for Rhymes Terms from time to time, at its sole discretion, by posting the most current version of the Music for Rhymes Terms here. If you choose not to accept the changes to the terms, you have the option to terminate your Music for Rhymes Subscription.

Your Music for Rhymes Subscription and your use of Music for Rhymes is subject to the Music for Rhymes Terms of Use and the Music for Rhymes Privacy Policy (collectively, the “Music for Rhymes Policies”), which are incorporated herein by reference. Music for Rhymes reserves the right to alter one or more of the Music for Rhymes Policies at any time, without notice to you.

To purchase a Music for Rhymes Subscription, you must be:

A resident of a country in which Music for Rhymes is authorized to operate the Music for Rhymes service;

Legally capable of entering into a binding contract; and

At least 18 years of age (or if between 13 and 18 years of age, you must have the consent of a parent or legal guardian).

You will be asked to provide valid registration information, a valid payment method, and other payment information at the time you purchase a Music for Rhymes Subscription.

The day that you register for and purchase or activate your Music for Rhymes Subscription (“Activation Date”) is the first day of your billing cycle. Your Subscription will expire after the amount of time set forth in your subscription email, print out, gift or trial activation offer or Music for Rhymes Gift Card (“Subscription Term”), as calculated from the Activation Date, unless you renew it automatically or manually in accordance with the terms of your Music for Rhymes Subscription.

By purchasing or activating a Music for Rhymes Subscription, you authorize Music for Rhymes to charge the stated Music for Rhymes Subscription fee amount, and any applicable sales, telecommunication, excise or similar taxes to the payment method that you provided at the time of purchase or activation. If you elect automatic renewal, you also authorize Music for Rhymes to charge the then-current Music for Rhymes Subscription fee amount, and any applicable sales, telecommunication, excise or similar taxes, at the end of your Subscription Term. The subscription fee is exclusive of any applicable federal, state, VAT or municipal taxes or duties. Music for Rhymes may change the subscription fee amount for new or renewal Subscription Terms upon 30 days’ prior notice to you via email. Any changes to the subscription fee will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current Subscription Term.

Unless you unselect the “Auto-Renew” option for your paid Music for Rhymes Subscription, your Music for Rhymes Subscription will automatically renew at the end of each Subscription Term unless you terminate your Music for Rhymes Subscription prior to expiration of the then-current Subscription Term. At the time of renewal, Music for Rhymes will charge the credit card you provided on the Activation Date, unless you provide Music for Rhymes with an alternate payment method prior to expiration of the then-current Subscription Term.

You may cancel your paid Music for Rhymes Subscription at any point during your Subscription Term. You may not transfer your Music for Rhymes Subscription, or share your Music for Rhymes Subscription account with any third party. You may only use your Music for Rhymes Subscription and the Music for Rhymes service for personal, non-commercial purposes.

While you’re a subscriber, you won’t be able to upgrade to any higher membership tier or downgrade to any lower tier. If you would like to move to a higher or lower membership tier, you will first need to cancel your subscription and then return to Music for Rhymes to upgrade your account.

Music for Rhymes Application. You are solely responsible for ensuring that you have the appropriate software, hardware, and Internet connection necessary to operate the Music for Rhymes Application. Music for Rhymes reserves the right to cease supporting any hardware or software platform at any time, with or without notice to you.

Music for Rhymes Free Trial. From time to time, Music for Rhymes may, in its sole discretion, offer a one-time, free trial to first-time Music for Rhymes subscribers (“Free Trial”), which provides listeners with the benefits of a Music for Rhymes Subscription for no charge during the designated Free Trial period. The length of any Free Trial period may vary. Unless otherwise stated in the applicable Free Trial offer, if you are a current Music for Rhymes subscriber or have previously participated in a Free Trial, you are not eligible to receive a Free Trial. During the Free Trial, you will receive the benefits of a Music for Rhymes Subscription for no charge. Prior to or upon expiration of the Free Trial period, Music for Rhymes may, in its sole discretion, notify you that your Free Trial is about to expire or has expired, and ask if you wish to purchase a Music for Rhymes Subscription. Free Trials are subject to these Music for Rhymes Terms, to the extent applicable. Free Trials may also be sponsored by an individual advertiser or group of advertisers. In such cases, your Free Trial of the Music for Rhymes Service may contain or display branding, advertising, or limited audio advertising from the sponsors of the Free Trial.

The issuer of Music for Rhymes Subscriptions in the United States is The Hendrix Brothers, LLC.

13. Music for Rhymes May Change, Update Or Terminate Your Use Of The Music for Rhymes Service.

From time to time, Music for Rhymes may make changes or updates to the Music for Rhymes Service, either at no cost or subject to additional fees, in Music for Rhymes’s sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the Music for Rhymes Service. In certain circumstances, such as in the case of a security problem, Music for Rhymes may require you to install an update in order to continue using the Music for Rhymes Service. Notwithstanding anything else contained in this Agreement, Music for Rhymes will have no obligation to continue making the Music for Rhymes Service available or producing or releasing new versions of the Music for Rhymes Service or any updates thereto, or to continue making any portion of the Music for Rhymes Service free of charge. Music for Rhymes may also terminate your use of and access to the Music for Rhymes Service at any time, with or without notice to you.

14. Music for Rhymes Retains All Intellectual Property Rights In The Music for Rhymes Service.

As between you and Music for Rhymes, you acknowledge that Music for Rhymes retains all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the Music for Rhymes Service, the software and APIs comprising the Music for Rhymes Service, and all content therein. Music for Rhymes, and its design logo, as well as certain other Music for Rhymes trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of Music for Rhymes. The Music for Rhymes Service contains third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Music for Rhymes Trademarks or the trademarks of any third party.

The Music for Rhymes Service is owned or licensed by The Hendrix Brothers, LLC. and is protected by the copyright laws of the United States and other countries in which the Music for Rhymes Service is made available. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

15. Payment For Services.

If you elect to access any paid component of the Music for Rhymes Service, such as becoming a subscriber of the Music for Rhymes Service, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card. You agree to maintain valid credit card information in your account information.

16. Legal Disclaimers.

EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

(a) THE MUSIC FOR RHYMES SERVICES (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” ANY USE OF THE MUSIC FOR RHYMES SERVICES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MUSIC FOR RHYMES DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MUSIC FOR RHYMES MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE MUSIC FOR RHYMES SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND MUSIC FOR RHYMES DISCLAIMS ANY LIABILITY RELATING THERETO.

(b) MUSIC FOR RHYMES MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE MUSIC FOR RHYMES SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, MUSIC FOR RHYMES MAY MODIFY, SUSPEND, OR DISCONTINUE THE MUSIC FOR RHYMES SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER MUSIC FOR RHYMES ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE MUSIC FOR RHYMES SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

(c) YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT, WHEN USING THE MUSIC FOR RHYMES SERVICES. MUSIC FOR RHYMES WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.

(d) SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE MUSIC FOR RHYMES SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT MUSIC FOR RHYMES ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

17. Limitations of Liability.

IN NO EVENT SHALL MUSIC FOR RHYMES’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF 100 EURO OR THE AMOUNTS (IF ANY) PAID BY YOU TO MUSIC FOR RHYMES DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

MUSIC FOR RHYMES AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

ANY LOSS OR DAMAGE ARISING FROM:

(A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;

(B) ANY CHANGES THAT MUSIC FOR RHYMES MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

(C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY MUSIC FOR RHYMES OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;

(D) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;

(E) YOUR FAILURE TO PROVIDE MUSIC FOR RHYMES WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;

ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF MUSIC FOR RHYMES BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND MUSIC FOR RHYMES AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO MUSIC FOR RHYMES AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MUSIC FOR RHYMES AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND MUSIC FOR RHYMES, AND THAT MUSIC FOR RHYMES’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF MUSIC FOR RHYMES, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS: (I) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

18. You Agree To Indemnify Music for Rhymes Under Certain Circumstances.

You hereby agree to indemnify, defend and hold harmless Music for Rhymes, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:

(i) any violation by you of these Terms of Use;

(ii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;

(iii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Music for Rhymes.

19. Dispute Resolution.

(a) Applicability. For any Dispute (excluding claims for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity or either party’s intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the Dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act. Any Dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action

(b) Notice. In the event of a Dispute, you or Music for Rhymes must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail or overnight courier to Music for Rhymes.

Music for Rhymes will send any Notice of Dispute to you by U.S. Mail or overnight courier to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or Music for Rhymes may commence arbitration.

(c) Class Action Waiver. Neither you nor Music for Rhymes will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

(d) Severability. If the class action waiver set forth herein, or any other provision of this Section 18, is found to be illegal or unenforceable as to all or some aspects of a dispute, then that section will not apply to those aspects. Instead, those aspects will be severed and proceed in a court of law, with the remaining aspects proceeding in arbitration, and the remainder of this Section 18 will remain in full force and effect.

20. Governing Law.

This Agreement will be governed by the laws of the State of Michigan, without regard to conflicts of laws provisions thereof. Except as set forth herein, or expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with Music for Rhymes or relating in any way to your use of the Music for Rhymes Services will be in the state and federal courts of the State of Michigan and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Oakland, Michigan.

21. Term and Termination.

This Agreement will remain effective until terminated by either party, provided that Sections 13, and 15 through and including 22 will survive any expiration or termination and continue in effect.

22. General Information.

(a) Music for Rhymes and its business partners may present advertisements or promotional materials via the Music for Rhymes Service. Your dealings with, or participation in promotions of any third-party advertisers via the Music for Rhymes Service are solely between you and such third party, and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Music for Rhymes is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Music for Rhymes Services.

(b) The Music for Rhymes Services may present links to third-party Web sites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.

(c) Music for Rhymes may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by Music for Rhymes in its sole discretion. Music for Rhymes reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.

23. You Acknowledge That You Agree To All The Terms Of This Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.