Welcome to Jukeboxy, a website and online and mobile service of Creative Media Solutions, LLC ("Jukeboxy," "we," or "us"). This page explains the terms by which you may use the Jukeboxy web site, web widgets, feeds, mobile device software applications (the "Jukeboxy Software"), application program interfaces, applications for third-party web sites and Jukeboxy services, and any other web or mobile Jukeboxy services or applications owned, controlled, or offered by Jukeboxy in association with this site (collectively the "Jukeboxy service"). By accessing or using the Jukeboxy service, you signify that you have read, understood, and agree to be bound by this Terms and Conditions Agreement ("Agreement"), whether or not you are a registered user of our Jukeboxy service. We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If we substantively amend this Agreement, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Your continued use of the Jukeboxy service after any such change constitutes your acceptance of the new Terms of Use Agreement. If you do not agree to any of these terms or any future Terms of Use Agreement, do not use or access (or continue to access) the Jukeboxy service. This Agreement applies to all visitors, users, and others who access the Jukeboxy service ("Users").

 

1) Use of the Jukeboxy service

 

You do not have to register in order to visit Jukeboxy's website. To access certain features of the Jukeboxy service, though, such as requesting songs or using the bandmate features, you will need to register with Jukeboxy and create a "Member" account. Your Member account gives you access to the Jukeboxy services and functionality that we, in our sole discretion, may establish and maintain from time to time. This Jukeboxy service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Jukeboxy service by anyone under 13 is strictly prohibited and in violation of this Agreement. If you are under 18 years of age you may use the Jukeboxy service only if you either are an emancipated minor or have the consent of your parent or legal guardian, and are fully able and competent to enter into this Agreement and to abide by and comply with its terms.

 

You may never use another Member's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Jukeboxy immediately of any breach of security or unauthorized use of your account. Although Jukeboxy will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Jukeboxy or others due to such unauthorized use. You may control your Member profile and how you interact with the Jukeboxy service by changing your settings on the Jukeboxy service. By providing Jukeboxy your email address you consent to Jukeboxy using the email address to send you Jukeboxy service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address or mobile phone number to send you other messages, including changes to features of the Jukeboxy service and special offers. If you do not want to receive such messages, you may opt out or change your preferences by changing your settings. Opting out may prevent you from receiving messages regarding updates, improvements, or offers. All aspects of the Jukeboxy service are subject to change or elimination at Jukeboxy 's sole discretion. Jukeboxy reserves the right to interrupt the Jukeboxy service and/or to permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Jukeboxy service with or without prior notice for any reason or no reason. You agree that Jukeboxy will not be liable to you for any interruption of the Jukeboxy service or your account. You are solely responsible for your interactions with other Jukeboxy Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Jukeboxy shall have no liability for your interactions with other Users, or for any User's action or inaction.

 

2) User Content

 

Some areas of the Jukeboxy service may now or in the future allow Users to post and/or create locations, votes, preferences, comments, questions, and other information (collectively "User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Jukeboxy service, and you agree that Jukeboxy is only acting as a passive conduit for your online distribution and publication of your User Content.

 

Jukeboxy takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Jukeboxy service. You understand and agree that any loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Jukeboxy service, including without limitation your posting of or visits to locations or venues, is solely your responsibility. Jukeboxy is not responsible for any public display or misuse of your User Content. You may be exposed to User Content that is inaccurate or objectionable.

 

3) License Grant

 

By posting any User Content on the Jukeboxy service, you expressly grant, and you represent and warrant that you have a right to grant, to Jukeboxy a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Jukeboxy service.

 

4) End User Licenses

 

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, license to use the Jukeboxy Business Music service in your business. Jukeboxy reserves all rights not expressly granted herein in the Jukeboxy service and the Jukeboxy Content (as defined below). Jukeboxy may terminate this license at any time for any reason or no reason. Jukeboxy Business Music Service may only be used as background/ foreground music in your business. Jukeboxy Business Music subscription covers licensing fees for ASCAP, BMI, SESAC and Soundexchange on behalf of its business music subscribers. Jukeboxy Business Music subscription does not cover licensing for Live music, DJ performances, locations where an admission fee is charged.

 

To use the Jukeboxy Software you must have a mobile device that is compatible with the Jukeboxy service. Jukeboxy does not warrant that our service will be compatible with your mobile device.

 

License Grant. Jukeboxy hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Jukeboxy Software for one Jukeboxy Member account on one mobile device owned or leased solely by you, for your business use. Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Jukeboxy Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Jukeboxy Software to any third party or use the Jukeboxy Software to provide time sharing or similar Jukeboxy services for any third party; (iii) make any copies of the Jukeboxy Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Jukeboxy Software, features that prevent or restrict use or copying of any content accessible through the Jukeboxy Software, or features that enforce limitations on use of the Jukeboxy Software; or (v) delete the copyright and other proprietary rights notices on the Jukeboxy Software.

 

Software Upgrades. You acknowledge that Jukeboxy may from time to time issue upgraded versions of the Jukeboxy Software, and may automatically electronically upgrade the version of the Jukeboxy Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Third-Party Code. Any third-party code that may be incorporated in the Jukeboxy Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.

 

Rights Reserved. The foregoing license grant under this Agreement is not a sale of the Jukeboxy Software or any copy thereof and Jukeboxy or its third party partners or suppliers retain all right, title, and interest in the Jukeboxy Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Jukeboxy reserves all rights not expressly granted under this Agreement. Government End Users. If the Jukeboxy Software is being acquired on behalf of the United States Government, then the following provision applies:

 

Use, duplication, or disclosure of the Jukeboxy Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Export Control. The Jukeboxy Software originates in the United States, and is subject to United States export laws and regulations. The Jukeboxy Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Jukeboxy Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Jukeboxy Software and the Jukeboxy service.

 

Jukeboxy Software from iTunes. The following applies to any Jukeboxy Software you acquire from the iTunes Store ("iTunes-Sourced Software"): You acknowledge and agree that this Agreement is solely between you and Jukeboxy, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Jukeboxy as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Jukeboxy as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party's intellectual property rights, Jukeboxy, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Jukeboxy acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof.

 

5) Jukeboxy's Proprietary Rights

 

Except for your User Content, all right, title, and interest in and to the Jukeboxy service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, Jukeboxy service marks, copyrights, photographs, audio, videos, music, and User Content (the "Jukeboxy Content") are and will remain the exclusive property of Jukeboxy and its licensors. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Jukeboxy service. Use of the Jukeboxy Content or materials on the Jukeboxy service for any purpose not expressly permitted by this Agreement is strictly prohibited.

 

Any feedback, comments, or suggestions you may provide regarding Jukeboxy or the Jukeboxy services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

 

6) Paid Jukeboxy services; Fictional Property

 

Billing Policies. Certain aspects of the Jukeboxy service may be provided for a fee or other charge. If you elect to use paid aspects of the Jukeboxy service, you agree to the pricing, payment and billing policies applicable to such fees and charges. Jukeboxy may add new Jukeboxy services for additional fees and charges, or amend fees and charges for existing Jukeboxy services, at any time in its sole discretion. Funding Accounts. Certain aspects of the Jukeboxy service may allow you to purchase fictional currency ("Jukeboxy Currency, Credits, or Points") for deposit in a fictional financial account ("Funding Account"). A Funding Account is not a bank deposit and you will not receive any interest on fictional funds in your Funding Account. You acknowledge that you do not own the account you use to access the Jukeboxy service, nor do you possess any rights of access or rights to data stored by or on behalf of Jukeboxy on Jukeboxy servers (including without limitation any data representing or embodying any or all of your Currency or other fictional property). All data on Jukeboxy's servers are subject to deletion, alteration or transfer.

 

Jukeboxy Currency or Credits. You understand and agree that regardless of terminology used, Jukeboxy Currency constitutes a limited license right to use a feature of our product when, as, and if allowed by Jukeboxy. Jukeboxy Currency is not redeemable for any sum of money or monetary value from Jukeboxy at any time. You agree that Jukeboxy has the absolute right to manage, regulate, control, modify and/or eliminate such Jukeboxy Currency as it sees fit in its sole discretion, in any general or specific case, and that Jukeboxy will have no liability to you based on its exercise of such right. Fictional Property. When using the Jukeboxy service, you may accumulate fictional property related to the Jukeboxy service that resides as data on Jukeboxy's servers. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT THESE DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON JUKEBOXY'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN JUKEBOXY'S SOLE DISCRETION. JUKEBOXY DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY SUCH DATA RESIDING ON JUKEBOXY'S SERVERS. No Refunds. You may cancel your Jukeboxy Account and/or Funding Account at any time; however, there are no refunds for cancellation. As permitted under the terms of this Agreement, Jukeboxy has the right at any time for any reason or no reason to suspend or terminate your Account and/or Funding Account, terminate this Agreement, and/or refuse any and all current or future use of the Jukeboxy service without notice, refund, obligation, or liability to you. In the event that Jukeboxy suspends or terminates your Jukeboxy Account, Funding Account, or this Agreement, you understand and agree that you shall receive no refund or exchange for any Jukeboxy Currency, any unused time on a subscription, any license or subscription fees for any portion of the Jukeboxy service, any content or data associated with your Jukeboxy Account, or for anything else.

 

7) Privacy

 

We care about the privacy of our Users. Click here to view our Privacy Policy. By using the Jukeboxy service, you are consenting to have your personal data transferred to and processed in the United States.

 

8) Security

 

We have implemented commercially reasonable technical and organizational measures designed to implement your privacy settings and secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

 

9) Additional Representations and Warranties

 

In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, that:

 

(a) you are at least 18 years of age, an emancipated minor, or have the consent of your parent or legal guardian, AND are fully able and competent to enter into this Agreement and to abide by and comply with its terms;

 

(b) you have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Jukeboxy service and this Agreement, and each such person has released you from any liability that may arise in relation to such use;

 

(c) your User Content and Jukeboxy's use thereof as contemplated by this Agreement and the Jukeboxy service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; and

 

(c) your User Content and Jukeboxy's use thereof as contemplated by this Agreement and the Jukeboxy service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; and

 

(d) Jukeboxy may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

 

10) Third-Party Links

 

Jukeboxy may contain links to third-party websites, advertisers, or Jukeboxy services that are not owned or controlled by Jukeboxy. Jukeboxy has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third party websites or Jukeboxy services. If you access a third party website from Jukeboxy, you do so at your own risk, and you understand that this Agreement and Jukeboxy's Privacy Policy do not apply to your use of such sites. You expressly relieve Jukeboxy from any and all liability arising from your use of any third-party website or Jukeboxy services or third party owned content. We encourage you to be aware of when you leave the Jukeboxy service, and to read the terms and conditions and privacy policy of any third-party website or Jukeboxy service that you visit.

 

11) Indemnity

 

You agree to defend, indemnify and hold harmless Jukeboxy and its subsidiaries, agents, managers, partners (including, without limitation, its wireless carrier partners), and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

 

(i) your use of and access to the Jukeboxy service, including any data or content transmitted or received by you;

 

(iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;

 

(iv) your violation of any law, rule or regulation of the United States or any other country;

 

(v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account;

 

(vi) any other party's access and use of the Jukeboxy service with your unique username, password or other appropriate security code; or

 

(vii) your use of the Jukeboxy service to meet another User in-person or to locate and/or visit any offline place or event.

 

12) No Warranty

 

THE JUKEBOXY SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, JUKEBOXY, ITS PARTNERS AND LICENSORS DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE JUKEBOXY SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE JUKEBOXY SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE JUKEBOXY SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE JUKEBOXY SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

 

13) Limitation of Liability

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JUKEBOXY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM:

 

(A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION;

 

(B) YOUR USE OR INABILITY TO USE THE JUKEBOXY SERVICE;

 

(C) THE JUKEBOXY SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE JUKEBOXY SERVICE AVAILABLE; OR

 

(D) ANY OTHER INTERACTIONS WITH JUKEBOXY OR ANY OTHER USER OF THE JUKEBOXY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT JUKEBOXY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. The Jukeboxy service is controlled and operated from its facilities in the United States. Jukeboxy makes no representations that the Jukeboxy service is appropriate or available for use in other locations. Those who access or use the Jukeboxy service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You represent and warrant that:

 

(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and

 

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Unless otherwise explicitly stated, all materials found on the Jukeboxy service are solely directed to individuals, companies, or other entities located in the United States.

 

14) Assignment

 

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Jukeboxy without restriction.

 

15) General

 

Governing Law. You agree that: (i) the Jukeboxy service shall be deemed solely based in New York; and (ii) the Jukeboxy service shall be deemed a passive one that does not give rise to personal jurisdiction over Jukeboxy, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Jukeboxy that arises in whole or in part from the Jukeboxy service shall be decided exclusively by a court of competent jurisdiction located in New York County, New York, unless submitted to arbitration as set forth in the following paragraph. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the 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: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

Notification Procedures. Jukeboxy may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Jukeboxy in our sole discretion. Jukeboxy reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Entire Agreement/Severability. This Agreement, together with any amendments and other legal terms referenced in the Agreement, shall constitute the entire agreement between you and Jukeboxy concerning the Jukeboxy service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Jukeboxy's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Survival. You continue to be bound by this Agreement after termination of your account. Please contact us with any questions regarding this Agreement. Communicating with us by electronic mail will allow us to respond more quickly than will communications sent through ordinary mail.