WELCOME TO GROOVEBUDDY!

Effective as of December, 2020

These terms of service (the “Terms”) apply to you and Groovebuddy Inc., a U.S. entity specified below in section “Contact us” (hereinafter “Groovebuddy” or “us/we”) regarding your use of Groovebuddy’s applications, services, products, websites, and all content and software related to our services (collectively the “Services”). Use of the Services is also governed by Groovebuddy’s Privacy Policy (the “Privacy Policy”) and other relevant policies.

Supplemental terms, policies and guidelines, such as policies related to specific services (including without limitation forums, sweepstakes, etc.) as well as other operating rules and policies that may be published from time to time, may apply to the use of the Services, and your use of the Services shall, in addition to these Terms, also be governed by such terms, policies and guidelines.

These Terms and Privacy Policy, and all policies and guidelines, which are incorporated herein by reference, form a legally binding agreement (the “Agreement”) between you and Groovebuddy in relation to your use of the Services, so please read them carefully. The current valid version of the Agreement is available on the Groovebuddy website.

These Terms can be a bit confusing, so below are some questions we will answer for you before you begin jamming!

1. HOW CAN I BECOME A “USER” OF GROOVEBUDDY?

Before getting access to or using our Services, all those using the Service (“Users”) have to verify and/or agree to a few things:

TO BE CLEAR - BY INSTALLING, REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICES, OR ANY COMPONENT THEREOF, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT INSTALL, USE OR OTHERWISE ACCESS THESE SERVICES OR THEIR CONTENT. USE OF THE SERVICES IS VOID WHERE PROHIBITED.

IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE IN RESPECT OF THEIR USE. You accept full responsibility for any unauthorized use of the Services by minors in connection with your account.

2. HOW DO I GET IN CONTACT WITH GROOVEBUDDY?

If you have any questions about Groovebuddy or this Agreement, please contact our support through the “Support” section of our website or send an email to Bud@groovebuddy.com or by mail to us at:

Groovebuddy
703 West Oltorf
Austin, TX 78704
Attn: Legal

3. CAN GROOVEBUDDY MAKE CHANGES TO THIS AGREEMENT?

Yes. Groovebuddy reserves at its discretion the right to change, modify or remove parts of the Agreement, including these Terms, its Privacy Policy or any other relevant policies at any time by posting the amended terms on the Groovebuddy Services, or by any other method of notice we deem appropriate (including email).

Your continued use of the Services shall constitute your acceptance of such changes. If as a result of changes or modifications made in the Terms, the Privacy Policy or any other policy or otherwise you are no longer agreeing to any part of the then-current version of the Agreement, you must stop using the Services. We will use reasonable efforts to notify you of any changes made to these Terms or any other Groovebuddy policy.

WE CAN ALSO MAKE CHANGES TO THE PLATFORM: Groovebuddy may add, change, discontinue, remove or suspend any of the Services or a part thereof, any Service Content or any other feature of the Services (including without limitation financial terms availability or equipment needed for access or use, or by charging fees for certain Services or features) at any time, with or without notice and unless prohibited by law, without liability. However, charging fees will be subject to your approval.

4. WHAT RIGHTS DO GROOVEBUDDY GRANT TO ME?

a. License. For as long as you comply with these terms, Groovebuddy grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide right and license to use the Platform. With this license, you may: (i) download, access, and use an object code version of the Apps on any device that you own or control; and (ii) access and use the Platform, solely for your personal, non-commercial use.

b. Groovebuddy Content. Except for Content (as defined below), the content that Groovebuddy provides to Users on or through the Platform, including, without limitation, any sound recordings (and the musical works embodied therein), video, text, graphics, photos, software, and interactive features, is protected by copyright or other intellectual property rights and owned by Groovebuddy or its third-party licensors (collectively, "Groovebuddy Content"). Groovebuddy Content is exclusively for use as part of the Groovebuddy Platform and may not be exported outside of the Groovebuddy Platform, except as explicitly permitted and endorsed by Groovebuddy. Any attempt to circumvent this provision is a violation of these Terms. Groovebuddy also solely owns all design rights, databases and compilations, and other intellectual property rights in and to the Platform, in each case whether registered or unregistered, and any related goodwill.

c. Groovebuddy Marks. The Groovebuddy trademarks, Platform marks, and logos (collectively, the "Groovebuddy Trademarks") used and displayed on the Platform are Groovebuddy’s registered and/or unregistered trademarks or Platform marks. Any other product and Platform names located on any part of the Platform may be trademarks or Platform marks owned by third parties (collectively with the Groovebuddy Trademarks, the "Trademarks"). Except as otherwise permitted by law, you may not use the Trademarks to disparage Groovebuddy or the applicable third party, or in any manner that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Groovebuddy’s prior express written consent. All goodwill generated from the use of any Groovebuddy Trademark will inure solely to Groovebuddy’s benefit.

d. Reservation of Rights. Groovebuddy hereby reserves all rights not expressly granted to you herein. Nothing in these Terms or on the Platform will be construed as granting to you additional license rights in and to the Platform or any Groovebuddy Content or Trademarks.

Some of the Services are not compatible with all mobile devices and computers, and you are responsible for procuring a compatible device if you wish to use any of the Services. Use of the Services requires access to the internet, which you are responsible to obtain and pay for. Please also note that the Services may include third party software (for example, open source software libraries), which are provided to you subject to the terms and conditions applicable to such third-party software. Such terms and conditions are published in the settings of the mobile application.

e. Ownership. Groovebuddy does not grant you any ownership rights in the Services or any content on the Service. All rights, title and interest in and to the Services (including without limitation any titles, computer code, graphics, images; images; audio and/or video; designs; concepts and methods of operation; themes, advertising copy; logos; domain names; trade names and trademarks; service marks and trade identities; Accounts; any other copyrightable material; the “look and feel” of the Services; the compilation, assembly and arrangement of the materials of the Services; and all other Service Content and applications) are owned, controlled or licensed by Groovebuddy and are protected from unauthorized use, copying and dissemination including without limitation by copyright, trademark, patent, trade secret publicity and other laws, rules, regulations and international treaties. Copyright to third-party content appearing on the Services (including all sound recordings and musical compositions embodied in such sound recordings) are the property of their respective owners and no rights in or to such third-party content is transferred to you.

All Groovebuddy trademarks, service marks, trade names, domain names, logos and other brand features of ours are the exclusive property of Groovebuddy. You may not display our Services or content in frames or “in-line links” without prior express written permission from us.

5. WHAT RIGHTS DO I GRANT TO GROOVEBUDDY?

Any content that you or other Users upload, post, or transmit to or through the Platform (collectively, "Post") including, without limitation, photographs, text, sound recordings, musical works, or audiovisual works, and any other works subject to protection under the laws of the United States or any other jurisdiction, including, without limitation, patent, trademark, trade secret, and copyright laws. For clarity, Content (as defined below) excludes any and all Groovebuddy Content. You may Post Content and otherwise use and enjoy its various functionalities, subject to these Terms.

b. Ownership. SUBJECT TO ANY THIRD-PARTY RIGHTS IN ANY PREEXISTING CONTENT THAT IS A PART OF YOUR CONTENT AND SUBJECT TO THE LICENSE YOU GRANT TO GROOVEBUDDY, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR CONTENT, AND POSTING YOUR CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS. HOWEVER, WE DO REQUIRE YOU TO GRANT CERTAIN RIGHTS TO US, AND OTHER USERS OF THE SERVICE. FOR THE AVOIDANCE OF DOUBT, NEITHER YOUR OR GROOVEBUDDY’S OWNERSHIP OF THE CONTENT OR ANY PORTION THEREOF EXTENDS TO THE UNDERLYING COPYRIGHT OR ANY OTHER FORM OF OWNERSHIP OF ANY MASTER OR MUSICAL COMPOSITION AVAILABLE FOR USE ON THE SERVICE, AS APPLICABLE. FURTHERMORE, NEITHER YOU OR GROOVEBUDDY SHALL HAVE ANY RIGHTS IN SO CALLED “RE-RECORDED” OR “DERIVATIVE” VERSIONS OF ANY MASTER OR MUSICAL COMPOSITION CREATED AS A RESULT OF USING THE SERVICE.

c. License to Groovebuddy. You hereby grant Groovebuddy A WORDLWIDE, NON EXCLUSIVE, ROYALTY-FREE LICENSE TO ACCESS YOUR Content through the Service, and to use that Content (“Use”) (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of the Service, and an unrestricted, assignable, sublicensable, royalty-free worldwide license to exploit and use the Content you Post by any means, for the purposes of: (i) advertising, marketing, and promoting Groovebuddy and the Platform; (ii) displaying and sharing your Content; and (iii) providing the Platform as authorized by these Terms. You further grant Groovebuddy a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of your Content. Any Content Posted by you or otherwise transmitted to Groovebuddy will be considered non-confidential and non-proprietary, and treated as such by Groovebuddy, and may be used by Groovebuddy in accordance with these Terms without notice to you and without any liability to Groovebuddy. To the greatest extent permitted by law and subject to our Privacy Policy, the license granted in this Section is irrevocable. Your license to Groovebuddy grants us the right to reproduce, distribute, publicly display, publicly perform, make available, create derivative works from, and otherwise Use any or all of your Content. For the avoidance of doubt, the rights granted in this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings) and publicly perform and communicate sound recordings (and the musical works embodied therein) to the public, all on a royalty-free basis. This means that you are granting Groovebuddy the right to Use your Content without the obligation to pay royalties to any third party. In consideration of the provision of the Platform to you, you hereby unconditionally and irrevocably waive any moral rights in or to your Content and all rights to object to derogatory treatment of the Content which you may now or at any time in the future be entitled under European Union ("EU") law, the law of the constituent member states of the EU, and all rights of the same or similar effect or nature in any part of the world in favor of Groovebuddy, its assignees, licensees, designees and successors-in-title.

d. License to Other Users. You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of the Service

e. Enforcement Rights. As part of your license to Groovebuddy, you give Groovebuddy the right to enforce any copyrights you possess in your Content against any third parties who copy, reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites, or otherwise exploit and use, the Content without Groovebuddy’s consent, including by using the Platform or otherwise downloading your Content off of the App or website.

f. You Must Have Rights to the Content You Post. By Posting Content, you represent and warrant that you own or are fully authorized to grant the license set forth in these Terms in all elements of the Content. For example, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the license to Groovebuddy under these Terms. You further represent and warrant that: (i) the Posting and Use of your Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any party; (ii) the Posting of your Content will not require Groovebuddy to obtain any further licenses from or pay any royalties, fees, compensation or other amounts, or provide any attribution to any third parties; and (iii) the Posting of your Content does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Content you Post.

g. Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a performing rights organization ("PRO"), then you must notify your PRO of the royalty-free license you grant to Groovebuddy through these Terms. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license set forth in these Terms or have such music publisher enter into this Agreement with Groovebuddy. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Groovebuddy the license in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Platform is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Platform that may be claimed by your label.

h. Through-To-The-Audience Rights. All of the rights you grant in this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites will not have any separate liability to you or any other third party for Content Posted or Used on such External Sites via the Platform.

i. Waiver of Rights to Content. By Posting Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such Content. You also waive any and all rights of privacy, publicity, or any similar rights in connection with your Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in any Content you Post.

6. HOW DO I ACCESS AND USE MY ACCOUNT?

Certain elements of the Services may enable you to create an account or otherwise register (“Account”), while others do not. You may be required to select a password for your Account or you may also use other credentials to access the Account (“Login Information”). You further consent and authorize us to verify your Login Information as required for your use of and access to the Services, as applicable. You agree that you will not share the Account or Login Information nor let anyone else access your Account or do anything else that may jeopardize the security of your Account.

You agree that you are responsible for maintaining the confidentiality of your Login Information. If you suspect that your Login Information and/or Account has been accessed or used without your authorization, you must immediately notify Groovebuddy and modify your Login Information. You are responsible for any use of the Login Information and activity on your Account, including purchases, whether or not authorized by you.

Groovebuddy reserves the right to refuse or limit the registration for any reason. WITHOUT LIMITING ANY OTHER REMEDIES, WE HAVE THE RIGHT TO REMOVE ANY LOGIN INFORMATION, AND SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR ACCESS TO THE SERVICE OR A PORTIONS THEREOF, WITH OR WITHOUT NOTICE TO YOU, IF YOU ARE OR WE REASONABLY SUSPECT THAT YOU ARE FAILING TO COMPLY WITH THIS AGREEMENT, OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICES, OR FOR ANY OTHER REASON. AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION YOU CAN LOSE YOUR USERNAME IN THE SERVICES AS WELL AS ANY EARNED ITEMS, PRIVILEGES AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICES, AND GROOVEBUDDY IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

7. HOW WILL GROOVEBUDDY USE MY DATA?

Groovebuddy doesn’t own any data, information or material that you submit on Service (“Data”) unless we specifically tell you otherwise before you submit it. Groovebuddy won’t monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement.

Please be aware that Groovebuddy does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties but such information will not include personally identifying information. Groovebuddy may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement.

You, not Groovebuddy, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and Groovebuddy will not be responsible or liable for the deletion, correction, destruction, damage, loss and/or failure to store or retain any Data.

8. WHAT IS GROOVEBUDDY’S PAYMENT POLICY?

a. Login Information. You may access parts of the Services for free, and other services and products require payment of subscription and/or other fees (“Paid Content”). Fees charged may be one-time payments or automatically renewing payments as described in more detail in the respective Services. By choosing to access and/or buying or subscribing to Paid Content, you authorize us to charge your credit card or other approved payment method for all the costs and charges that apply to such paid content. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions and purchases made by you or through your or by anyone that has used your Account(s).

Please note that we may use a third-party payment processor to facilitate payments in the Services. If you make a purchase through a third-party application store, such as Apple App Store or Google Play Store, your purchase will be subject to such third party’s applicable payment policy.

b. Payment Information. To access Paid Content of the Services, you must provide valid and accepted payment information. If the payment information provided by you is declined for payment of the Paid Content you are subscribed to, you must provide us new valid payment information or your access to Paid Content may be suspended. You will get access to Paid Content as soon as the initial payment has been processed.

c. Trial Memberships. When you subscribe for Paid Content, we may from time to time offer a Trial Membership (“Trial Membership”) without payment or at a reduced rate. This may vary depending on promotions, type of subscription and the term you select at the time of purchase. We reserve the right, in our absolute discretion, to determine your eligibility for a Trial Membership and may cancel or change the Trial Membership at any time without notice and liability within the limits permitted by applicable law. We may require you to provide your valid payment information to start the Trial Membership. By providing this information, you agree that unless you cancel your paid subscription prior to the end of the Trial Membership, we may automatically begin charging you for such Paid Content you subscribed to on the first day after the end of the Trial Membership on a monthly or other recurring basis notified to you, until you cancel your subscription to Paid Content (turn off automatic renewal from your account settings or via the Apple App Store or the Google Play Store). If you do not want to be charged, you must cancel your subscription to such Paid Content before the end of the Trial Membership. If you cancel your subscription to Paid Content, your Account will only have access to those parts of our Services that you may access for free.

d. Billing, Renewals, Cancellations. The subscription fee for our auto-renewable subscription plans may be billed as one-time advance payment for the subscribed period (e.g., 1, 3, 6 or 12 months) or in monthly installments charged every month in advance for the duration of the subscription period. The pricing and terms applicable to your subscription may vary depending on promotions, type of subscription and the subscription period you select at the time of purchase.

If your subscription started with a promotion or Trial at a reduced rate, your renewal rate may be higher than your initial rate.

In some cases, your payment billing dates or billing term of your subscription may change if your payment has not successfully settled on the original due date. We will inform you of the billing term change through email.

If you have registered for a paid-for subscription, you may however change your mind and receive a full refund of all monies paid within fourteen (14) days from your subscription for such paid-for parts of our Services, provided that during that Cooling-off Period you have not at any time accessed to the paid-for parts you registered for.

If you choose to sign up for an auto-renewable subscription for Paid Content, you understand that and authorize that your subscription will automatically renew at the end of the subscription period and that payment for the renewal period is automatically charged from you using the payment information you have provided, unless you cancel your subscription before the end of the then-current subscription period. You can cancel your auto-renewing subscription to Paid Content purchased from our site from your account settings or by contacting our support. If you purchased a paid subscription via third party, such as Apple App Store or Google Play Store, you can cancel the paid subscription via such third party following the applicable terms and payment policies of such third party.

Except as specifically provided otherwise, any payments are always FINAL and NON-REFUNDABLE.

PRICE CHANGES

Our prices may change from time to time. If the pricing of your subscription changes, we will notify you in advance and provide you an opportunity to review those changes to your subscription. Price changes will take effect at the beginning of the next subscription period after the date of the price change. Applying any price changes to your subscription or charging your payment details in connection with an automatic renewal applying new price is subject to your approval of the changed pricing. In accordance with applicable law, you accept the price change by continuing to use the Services after the price change takes effect. If you do not accept this price change, you have the right to refuse the change by cancelling the subscription to Paid Content before the price change takes effect.

PRICE CHANGES

CODES, GIFT CARDS AND OTHER PREPAID PRODUCTS

If you have purchased or received a code, a gift card or other pre-paid Groovebuddy product enabling you to access Paid Content of the Services (“Code”) your order will automatically terminate at the end of the period specified in the Code. Supplemental terms and conditions provided in connection with the Code may apply to the use of the Services. In case of conflict between this Agreement and such supplemental terms, the supplemental terms shall prevail.

9. WHAT ABOUT OBLIGATIONS TO THIRD PARTY WEBSITES?

The Services may contain links to third-party websites, services, content or resources (“Third Party Services”). We are not responsible for any such Third Party Services and do not have control over any materials or content made available in such services. Our inclusion of a link to such Third Party Services does not in any way imply Groovebuddy’s endorsement or promotion of such Third Party Services or any features or content of any Third Party made available there. We encourage you to familiarize yourself with the terms of service applicable to any such Third Party Services you may access. Please note that the applicable third party is fully responsible for all materials, content, goods and services it provides to you and for any and all damages, claims and liabilities to may cause to you, directly or indirectly.

10. HOW CAN I USE/CREATE THE CONTENT?

Users may publish or otherwise add content to the Services, which may include for example any communications or materials you submit to the Services or transmit to other users of the Services, by an application, website, email or by participating in blogs, message boards, online forums and other functionality, where you may have the opportunity to create, submit, post, display, transmit, perform, publish, distribute, broadcast, and comment on content and materials to Groovebuddy and/or to or via the Services, including, without limitation, data, text, writings, compositions, notes, music, sounds, videos, audiovisual effects, artwork, photographs, screenshots, videos, graphics, comments, suggestions or chat or message postings or other material (collectively, excluding Service Content, “Content”). You are solely responsible for your Content.

Except as otherwise described in the Privacy Policy you agree that your Content will be treated as non-confidential and nonproprietary and will not be returned. We cannot guarantee that the ideas you share are not used by others, so if you want to keep them confidential or do not want others to use them, please do not share them in the Services. Groovebuddy has no obligation to review, monitor, display, archive, maintain, accept or exploit any Content, and we assume no obligation to modify or remove any inappropriate Content you may be exposed to when using the Services. Groovebuddy does not pre-screen or monitor all Content. Therefore, your use of the Services is at your own risk. Groovebuddy does not endorse any Content submitted to the Services, or any opinion, recommendation, or advice expressed therein, and Groovebuddy expressly disclaims any and all liability in connection with Content. Groovebuddy does not permit copyright infringing activities or other infringement of intellectual property or any other third party rights on the Services.

Groovebuddy may delete, move, modify, edit, remove or disable access to Content without liability, or any notice to you; provided, however, that we reserve the right to treat Content on the Services, or on certain portions of the Services, as content stored at the direction of users for which we will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below when violations are brought to our attention. Such Content need not, however, be maintained on the Services by us for any period of time and you will not have the right, once posted, to access, or otherwise use such Content on the Services. Groovebuddy is not obligated to use Content and you will not receive any compensation for the Content you may choose to submit or for any exploitation thereof.

REPRESENTATIONS AND WARRANTIES

You affirm, represent, and warrant that (i) your Content is not in violation of any laws, contractual restrictions (including those in this Agreement) or any other rights or intellectual property, or any third party rights, and (ii) you own or have the necessary licenses, rights, consents, and permissions to submit, publish and share the Content you submit, including the right to grant all of the rights and licenses in these Terms without Groovebuddy incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you, and (iii) your Content or our use thereof as described in this Agreement does not indicate that you or the Content you publish is affiliated with or endorsed by Groovebuddy or an artist, band, other rights holder, or any other party, without the express written consent of Groovebuddy or such party. You shall be solely responsible for the Content and the consequences of submitting, publishing, and sharing the Content on the Service.

UNSOLICITED IDEA SUBMISSION POLICY

You agree that Groovebuddy is free to use any ideas, suggestions, feedback information, concepts, know-how or techniques contained in any Content you choose to submit in Services or send to Groovebuddy, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such Content, and without further compensation of any kind.

REPORTING INFRINGEMENTS

We respect the copyrights and other intellectual property rights of others. If you discover any content in the Service that you believe infringes your copyright (“Disputed Content”), please report this to Groovebuddy, as follows:

A. Your notice concerning the claimed infringement accompanied by details set out below in B or C

should be sent to Groovebuddy’s designated copyright agent by email to Bud@groovebuddy.com or by mail to the following address:

Groovebuddy
703 West Oltorf
Austin, TX 78704
Attn: Legal

B. You may send Groovebuddy a written copyright infringement notification. Please make sure that you include the following information in your notification:

1. your full name and contact information (address and telephone number, a valid email address, as well as your Groovebuddy username, if applicable);

2. an itemization of the Disputed Content, including the Groovebuddy URL(s) where such Disputed Content can be located;

3. your confirmation that you have a good-faith belief that the Disputed Content which is the subject of your copyright infringement notification is illegally available;

4. information concerning the fact that you have requested the relevant third-party content provider to remove the Disputed Content without effect, or that such third-party content provider could not be identified;

5. your confirmation that you are the owner of the exclusive right which the Disputed Content allegedly infringes, or that you are entitled to act on behalf of the relevant third party rights holder; and

6. your signature (physical or electronic).

C. Alternatively, if you reside in the United States and wish that your copyright infringement notification is considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please make sure that you include the following information in your notification:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material is located;

4. information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; and

5. A following statement in the body of a DMCA notice:

“I have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law. I epresent that the information in this DMCA notice is accurate and, under penalty of perjury, that I am the owner of the copyright or authorized to act on the copyright owner’s behalf.”

Please note that under 17 U.S.C. 512(f), if you knowingly misrepresent that a material or activity is causing infringement, you may be liable for damages, including the costs and attorneys’ fees incurred by us or our users. If you are unsure whether the material or activity you are reporting is causing infringement, you may wish to contact an attorney before serving a notice to Groovebuddy.

Groovebuddy has no obligation to monitor or enforce your intellectual property rights to your Content but has the right to protect and enforce its and its licensees’ licensed rights to your Content.

POLICY REGARDING USERS WHO REPEATEDLY INFRINGE COPYRIGHT

Groovebuddy will terminate the accounts of any users who repeatedly use the Services to infringe copyright.

GENERAL USE RESTRICTIONS

You agree that you will not in any circumstances:

use the Services in violation of this Agreement or any applicable law or regulation; post any information, content or other material (or links) that include any offensive comments connected to race, national origin, gender, sexual preference or physical handicap; include profanity or contain any obscene, indecent, pornographic, sexual or otherwise objectionable content or language; or otherwise engage in ongoing toxic behavior; use the Services in a way, or make available through the Services, any material or information that violates copyrights, patents, trademarks or any other intellectual property rights, rights of privacy, rights of publicity or any contractual or any other rights of any party, or promotes or constitutes illegal activity; disrupt, interfere with or otherwise adversely affect the normal flow of the Services or otherwise act in a manner that may negatively affect other users’ experiences when using the Services; reveal in the Services anyone’s private information, including personally identifiable information, contact details or financial information or any information that may be used to track, contact or impersonate that individual; use the Services for fraudulent or abusive purposes including, but not limited to, using the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or the Services or its content;

attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including Groovebuddy employees, directors, officers, and customer service representatives;

use the Services for any commercial activities, including, without limitation, any attempt to raise money for anyone or advertising or promoting a product, service, pyramid scheme or other multi-tiered marketing scheme, spam emails, chain letters or similar;

archive, download (other than through caching necessary for personal use), reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through Groovebuddy without express written permission from Groovebuddy and its licensors; or

circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in Groovebuddy service; use any robot, spider, scraper or other automated means to access Groovebuddy; decompile, reverse engineer or disassemble any software or other products or processes accessible through Groovebuddy; insert any code or product or manipulate the Groovebuddy Content in any way; or, use any data mining, data gathering or extraction method;

use Groovebuddy for public performances;

attempt to gain unauthorized access to the Services, to credentials or accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Groovebuddy, including but not limited to by interfering or circumventing or attempting to interfere or circumvent any of the security components, security methods or regional restrictions used in the Services;

unless specifically authorized by law, attempt to reverse engineer, decompile, disassemble, or hack any of the Services;

use, either directly or indirectly, any automated system, cheats, spiders, hacks, scrapers, offline readers or any unauthorized third party software designed to modify or interfere with the Services;

harvest, scrape or use any other automated means to view, access or collect any information about the Services or about other people using the Services;

cover or obscure any notice, banner or advertisement on the Services; or

engage in any act that Groovebuddy deems to conflict with the spirit or intent of this Agreement or the Services or make improper use of Groovebuddy’s support services.

Groovebuddy reserves the right to determine to take appropriate action, as a result of any above-referred conduct, which may include terminating your Account, and prohibiting you from using the Services in whole or in part.

11. CAN I TERMINATE MY ACCOUNT / CAN MY ACCOUNT BE TERMINATED BY GROOVEBUDDY?

You may terminate this Agreement by deleting your Account and thereafter by ceasing to use the Services. If you have any subscription, and terminate this Agreement before the end of your subscription, you will not receive any refunds for any unexpired period of your subscription.

WITHOUT LIMITING OUR OTHER REMEDIES, GROOVEBUDDY MAY LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE ACCOUNTS OR ACCESS TO YOUR ACCOUNT AND/OR THE SERVICES OR PORTIONS THEREOF AND/OR TERMINATE THIS AGREEMENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE SERVICES, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU, IF (I) YOU ARE DEEMED TO BE A REPEAT INFRINGER AS DESCRIBED ABOVE; (II) WE BELIEVE YOU IN ANY WAY BREACH ANY PROVISION OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION THESE TERMS OR RELATED POLICIES OR GUIDELINES OR THEIR LETTER OF SPIRIT; (III) GROOVEBUDDY ELECTS AT ITS DISCRETION TO CEASE PROVIDING ACCESS TO THE SERVICES IN THE JURISDICTION WHERE YOU RESIDE OR FROM WHERE YOU ARE ATTEMPTING TO ACCESS THE SERVICES; OR (IV) IN OTHER REASONABLE CIRCUMSTANCES AS DETERMINED BY GROOVEBUDDY AT ITS DISCRETION.

GROOVEBUDDY RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS AND HAS NO ACTIVE PAID SUBSCRIPTION.

Groovebuddy reserves the right to discontinue any aspect of the Services at any time, at which point your license to use such Services will be automatically terminated. In such event, Groovebuddy shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services.

Upon termination for any reason, you must cease all use of the Services. Your termination for any reason shall not release you from any liabilities or obligations set forth in the Agreement which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.

11. DISCLAIMER OF WARRANTIES

THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. WHAT ABOUT LIMITATIONS OF LIABILITY?

All Users: Nothing in this Agreement is intended to exclude or limit any party’s liability for: death or personal injury; fraud; fraudulent misrepresentation; or any liability that cannot be excluded or limited by law.

To the extent permitted by applicable law, Groovebuddy and its will not be responsible for:

1. losses that were not caused by Groovebuddy's breach of this Agreement;

2. any loss or damage that was not, at the time that this Agreement was formed between you and Groovebuddy, a reasonably foreseeable consequence of Groovebuddy breaching this Agreement; or

3. the Content submitted by any user, or for the defamatory, offensive, or illegal conduct of any user. Some jurisdictions do not allow certain limitations of liability such as these stated above; thus, the above terms may not apply to you. Instead, in such jurisdictions, the foregoing limitations of liability shall apply only to the extent permitted by the laws of such jurisdictions.

In no event will Groovebuddy or any of its officers, representatives, directors, employees, consultants or agents be liable for any direct, indirect, punitive, special, incidental, exemplary or consequential damages or any damages whatsoever (including without limitation, damages for loss of use, data, information, profits or business interruption) arising out of or in any way related to the use or performance of Groovebuddy or any linked website or to any material, information, data, products, or services obtained through Groovebuddy, or otherwise arising out of your use of Groovebuddy, your inability to use Groovebuddy or any decision made or action taken by you in reliance of any information, advice or materials provided on Groovebuddy, whether such damages are based in tort, contract, negligence, strict liability or otherwise, even if Groovebuddy has been advised of the possibility of such damages. Your sole and exclusive remedy is to stop accessing and using this Groovebuddy. Some states do not allow the exclusion or limitation of incidental or consequential damages, so some of the above exclusions or limitations may not apply to you.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS AND WAIVERS OF LIABILITY CONTAINED HEREIN WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT(S), AGREEMENT OR ANY SERVICES.

13. EVERYTHING ELSE.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Groovebuddy, its officers, representatives, directors, employees, consultants and agents from any and all losses, expenses, third-party claims, liabilities, attorneys' fees, damages and costs for claims arising from or related to your use of Groovebuddy, your use of any material, information or data downloaded or otherwise obtained from Groovebuddy, or your violation of these Terms of Use, including your infringement of any intellectual property or other right of Groovebuddy or any other person or entity.

By your access or use of Groovebuddy, you agree to these Terms of Use. These Terms of Use, together with the Groovebuddy Privacy Policy, constitute the entire agreement between you and Groovebuddy with respect to your access and use of Groovebuddy. Any waiver of any provision of these Terms of Use will be effective only if inwriting and signed by Groovebuddy. These Terms of Use will inure to the benefit of Groovebuddy's successors and assigns.

FORCE MAJEURE

Groovebuddy shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Groovebuddy, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Groovebuddy’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

GOVERNING LAW AND DISPUTE RESOLUTION

If a dispute arises between you and Groovebuddy, we strongly encourage you first contact us directly through our support site (Bud@Groovebuddy.com) and seek resolution.

If you are a United States resident, the laws of the State of California without regard to or application of its conflict of law provisions, will govern this Agreement and you agree that any claim or dispute you may have against Groovebuddy must be resolved exclusively by a court located in the State of California. If you are a resident of a country other than the United States, without regard to or application of its conflict of law provisions, the laws of the State of California will govern this Agreement and you agree that any claim or dispute you may have against Groovebuddy must be resolved exclusively by a court located in California. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST GROOVEBUDDY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

ASSIGNMENT, SEVERABILITY AND ENTIRE AGREEMENT

Groovebuddy may assign the Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Agreement without Groovebuddy’s prior written consent and any unauthorized assignment and delegation by you is ineffective.

If any provision of the Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.

Groovebuddy’s failure to enforce any right or provision of the Agreement shall not constitute or be deemed a waiver of such right or provision or waiver of such right or provision in the future.

The Agreement sets out the entire agreement between you and Groovebuddy regarding the Services and supersedes all earlier agreements and understandings between you and Groovebuddy.