The following terms and conditions govern all use of the IndieMusicX.com website and all content, services and products available at or through the website, including, but not limited to, IndieMusicX.com, (taken together, the Website). The Website is offered subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, IndieMusicX's Privacy Policy) and procedures that may be published from time to time on this Site by IndieMusicX.com (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the website. By accessing or using any part of the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these terms and conditions are considered an offer by IndieMusicX.com, acceptance is expressly limited to these terms.

1. Your IndieMusicX.com Account. You are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify IndieMusicX of any unauthorized uses of your account or any other breaches of security. IndieMusicX.com will not be liable for any acts by You, including any damages of any kind incurred as a result of you using any of our services.

2. Responsibility of Contributors. If you post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying, and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, and does not contain unethical content to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party; and
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by IndieMusicX or otherwise. By submitting Content to IndieMusicX for inclusion in any of our services, you grant IndieMusicX.com a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your account. If you delete Content, IndieMusicX will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, IndieMusicX has the right (though not the obligation) to, in IndieMusicX's sole discretion (i) refuse or remove any content that, in IndieMusicX's reasonable opinion, violates any IndieMusicX policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in IndieMusicX's sole discretion. IndieMusicX will have no obligation to provide a refund of any amounts previously paid.

3. Fees and Payment. Optional premium paid services and/or products available on the Website. By selecting a premium service, you agree to pay IndieMusicX the monthly or annual subscription fees (or fee as) in advance indicated for that service. Payments will be charged on the day you sign up for a premium service or purchase a product and will cover the use of that service / Product for a monthly, annual, or other period as indicated. Premium service fees & monies paid for products are not refundable. All sales are final. You may terminate your Subscription or Services at any time, but no fees or portions thereof will be refunded. If you believe that you have been erroneously billed, please notify us immediately of such error. If we do not hear from you within thirty (30) days after the transaction date of such billing error, said fee will be deemed acceptable by you for all purposes, including resolution of inquiries made by your credit or debit card issuer.

4. Unacceptable Use. The following activities are strictly prohibited, with no exceptions:

• Violations of the rights of any person or company protected by copyright, trade secret, patent or other intellectual property, or similar laws or regulations, including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use.
• Effecting security breaches. Security breaches include, but are not limited to, accessing data of which the member/user is not an intended recipient. Port scanning or security scanning is expressly prohibited unless prior notification to IndieMusicX is made.
• Disruption of network communication and or interfering with or disruption of service to any user. (for example, denial of service attack). For purposes "disruption" includes, but is not limited to, unreasonable amounts of traffic, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious / non-malicious purposes.
• Distribution of file types known to be used for malicious purposes. (for example, .ade, .adp, .and, .av, .ana, .bas, .bat, .crc, .cer, .chm, .cmd, .cnt, .cpl, .crt, .csh, .dat, .exe, .exp, .fwl, .fxp, .hash, .hta, .inf, .ins, .isp, .its, .js, .jse, .ksh, .msi, .msp, .nmap, .ocx, .onion, .reg, .tor, .vminer, .vddos, .vbrk)

5. Responsibility of Website Visitors. IndieMusicX has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, IndieMusicX does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. IndieMusicX disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

6. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, made available through the websites and web pages to which IndieMusicX.com links, and that link to IndieMusicX.com. IndieMusicX does not have any control over those non-IndieMusicX websites and web pages, and is not responsible for their contents or their use. By linking to a non-IndieMusicX website or web page, IndieMusicX does not represent or imply that it endorses such website or web page. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. IndieMusicX disclaims any responsibility for any harm resulting from your use of non-IndieMusicX websites and web pages.

7. Copyright Infringement. As IndieMusicX asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by IndieMusicX.com violates your copyright, you are encouraged to notify IndieMusicX. IndieMusicX will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of IndieMusicX or others, IndieMusicX may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, IndieMusicX will have no obligation to provide a refund of any amounts previously paid to IndieMusicX.

8. Intellectual Property. This Agreement does not transfer from IndieMusicX to you any IndieMusicX or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with IndieMusicX. IndieMusicX.com, the IndieMusicX.com logo, and all other trademarks, service marks, graphics and logos used in connection with IndieMusicX.com, or the Website are trademarks or registered trademarks of IndieMusicX or IndieMusicX licensees. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any IndieMusicX or third-party trademarks.

9. Changes. IndieMusicX reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. IndieMusicX may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

10. Termination. IndieMusicX may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your IndieMusicX.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a Premium Services account, such account can only be terminated by IndieMusicX if you materially breach this Agreement and fail to cure such breach within thirty (30) days from IndieMusicX notice to you thereof; provided that, IndieMusicX can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11. Disclaimer of Warranties. The Website is provided "as is". IndieMusicX and its suppliers and licensees hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither IndieMusicX nor its suppliers and licensees, makes any warranty that the Website will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

12. Limitation of Liability. In no event will IndieMusicX, or its suppliers or licensees, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interpretation of use or loss or corruption of data; or (iv) for any amounts that increase the fees paid by you to IndieMusicX under this agreement during the twelve (12) month period prior to the date the cause of the action accrues. IndieMusicX shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

13. General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the IndieMusicX Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

14. Indemnification. You agree to indemnify and hold harmless IndieMusicX, its contractors, and its licensees, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement.

15. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement and/or our Service, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, website operations, intellectual property, and our Service, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.

The arbitration shall be conducted in Los Angeles, California, United States and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, United States necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs.

16. General. This Agreement shall be treated as though it were executed and performed in Los Angeles, California, United States, and shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website or Service must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

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