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<strong>Privacy Policy</strong>
<p>Visit here for the privacy policy.</p>
<p>
<strong>Terms of Service</strong>
</p>
<p>UPDATED: MAY 17, 2021</p>
<p>PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AS A USER OF PRODUCTS AND SERVICES OF MIR PARTNERS, INC.
(“Company”).</p>
<strong>1.
GOVERNING AGREEMENT</strong>
<p>These Terms of Service (“Terms”) constitute a legal agreement that governs the relationship between you and Company (“we,” “our,” or “us”) regarding your use of Company’s apps, games and related services, which include the Company’s applications for mobile devices (including but not limited to NEXT Music and Sessions), Company’s branded websites (including but not limited to nextmusic.com, sessionslive.com, wearewrkshp.com), mobile applications and related products and services made available through Facebook or other social networking services (collectively, the “Service”).
By using or accessing the Service, you acknowledge that you have read, understood, and agree to be bound by the Terms, which incorporate Company’s Privacy Policy (“Privacy Policy”) by reference.
If you are accessing or using the Service on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Service as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.</p>
<p>Users are responsible for periodically viewing the Terms.
We reserve the right to modify the Terms and Privacy Policy at any time by posting the amended terms on or within the Service.
Your continued use of the Service after a change or update has been made will constitute your agreement to the revised Terms.
If you do not accept the Terms, your only remedy is to discontinue your use of the Service and cancel any accounts you have made using the Service.</p>
<p>To the extent these Terms or the Privacy Policy conflict with any other Company terms, policy, rule, or code of conduct, the terms contained in this agreement and in the Privacy Policy shall govern.</p>
<p>
<strong>You enter into this Agreement as, and shall continue to be, an independent contractor.
Artists who perform via our service are </strong>
<strong>not</strong>
<strong> our employees.
You represent and warrant that you shall at no time be deemed to be an employee of us and that your only work relationship to us, if any, is as an independent contractor.
In no circumstance shall you, your employees, or your subcontractors look to us as its employer, or as a partner, an agent, or a principal.
You shall not be entitled to any benefits accorded to our employees, including, but not limited to, vacation, sick, or personal leave, workers’ compensation, unemployment benefits or life, health, or disability insurance, or 401(k)/ retirement benefits.
You shall file all tax returns, tax declarations and tax schedules as necessary and when due, and pay, when and as due, any and all payroll, income or other taxes incurred as a result of any compensation earned by you by performing via the Service.
We will not withhold any employment taxes from compensation, if any, that you may earn as a result of your performances via the Service.
Rather, we will report the amount it pays you, if any, on IRS Forms 1099, to the extent required to do so under applicable Internal Revenue Code provisions and state or local law.
None of the benefits, if any, which are provided by us to our employees, shall be available to you.
We will not be responsible for withholding taxes with respect to any fees earned by you via the Service.
You accept full liability for the payment of all employment and other taxes and contributions (including but not limited to, contributions for unemployment insurance).2.
LICENSE AND USE</strong>
</p>
<strong>2.1.
Grant of Limited License</strong>
<p>Subject to your agreement and continued compliance with the Terms and the Privacy Policy, we hereby grant to you a limited, non-exclusive, non-transferable, and revocable limited right and license to access, use, and create an account (“Account”) with the Service, and to download, install, and use an application or website within the Service on your personal computer or mobile device, as applicable, solely for non-commercial personal entertainment use.
You agree not to use the Service for any other purpose.</p>
<strong>2.2.
License Restrictions</strong>
<p>The license granted to you and your use of the Service is subject to certain restrictions.
Any use of the Service in violation of the following restrictions is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 2.1, and may subject you to liability for violations of law.</p>
<strong>2.2.1.
Illegal or Abusive Use</strong>
<ol>
<li>You shall not engage in any act that we deem to be in conflict with the spirit or intent of the Service, including, but not limited to, circumventing or manipulating these Terms, our game rules, game mechanics, or policies;</li>
<li>You shall not use the Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation;</li>
<li>You shall not use cheats, exploits, automation software, bots, hacks, mods, or any unauthorized third party software designed to modify or interfere with the Service or any Company game experience;</li>
<li>You shall not use the Service in order to design or assist in the design of cheats, automation software, bots, hacks, mods, or any other unauthorized third party software designed to modify or interfere with the Service or any Company game experience;</li>
<li>You shall not modify or cause to be modified any files that are a part of the Service in a manner unrelated to the normal, expected user experience;</li>
<li>You shall not disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service or any Company product.
or (2) the enjoyment of the Service or any Company product by any other person.
and</li>
<li>You shall not institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;</li>
</ol>
<strong>2.2.2.
Commercial Activity</strong>
<ol>
<li>You shall only use your Account for non-commercial purposes;</li>
<li>You shall not, in whole or in part, (1) modify or create any derivative work of the Service.
or (2) copy, photocopy, reproduce, translate, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code, underlying ideas, algorithms, or structure of any part of the Service;</li>
<li>You shall not use your Account to advertise, solicit, or transmit any commercial advertisements;</li>
<li>You shall not transmit unauthorized communications through the Service, including chain letters, junk e-mail, repetitive messages, or any materials that promote malware, spyware, or downloadable items;</li>
<li>You shall not use the Service or any part thereof for performing in-game services, such as power-leveling and item collection services, in exchange for payment outside the Service;</li>
<li>You shall not sublicense, rent, lease, sell, trade, gift, or otherwise transfer your Account or any data associated with your Account to anyone without our written permission.
and</li>
<li>You shall not access or use an Account or related data that have been sublicensed, rented, leased, sold, traded, gifted, or otherwise transferred from the original Account creator without our written permission;</li>
</ol>
<strong>2.2.3.
Offensive or Infringing Content</strong>
<ol>
<li>You shall not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;</li>
<li>You shall not post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;</li>
<li>You shall not attempt to harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person or group, including Company employees and customer service representatives.
and</li>
<li>You shall not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person;</li>
</ol>
<strong>2.2.4.
Unauthorized Use or Connection to the Service</strong>
<ol>
<li>You shall not attempt to gain unauthorized access to the Service, Accounts registered to others, or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by Company;</li>
<li>You shall not interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;</li>
<li>You shall not use any unauthorized third party software that accesses, intercepts, mines, or otherwise collects information from or through the Service or that is in transit from or to the Service, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Service to store information about Company game characters, elements, or environment.
We may, at our sole and absolute discretion, allow the use of certain third party user interfaces;</li>
<li>You shall not intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Service, whether through the use of a network analyzer, packet sniffer, or other device;</li>
<li>You shall not make any automated use of the system, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;</li>
<li>You shall not bypass any measures we employ to restrict access to the service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data.
and</li>
<li>You shall not use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates or attempts to emulate any part of the Service.
or (2) any connection using programs, tools, or software not expressly approved by us;</li>
</ol>
<strong>2.2.5.
Improper User</strong>
<ol>
<li>You shall not create an Account or access the Service if you are under the age of 13;</li>
<li>You shall monitor your Account to ensure that no children under the age of 13 use or access the Service through your Account.
You accept full responsibility for any unauthorized use of the Service by minors in connection with your Account, including any purchases made by minors;</li>
<li>You shall not create an Account or use the Service if you are a convicted sex offender.
and</li>
<li>You shall not use the Service if you are located in a country embargoed by the United States or if you are on the U.S.
Treasury Department’s list of Specially Designated Nationals.</li>
<li>If you are under age 18, you may only use the Service with the consent of your parent or legal guardian.
Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.</li>
</ol>
<strong>2.3.
Account Information</strong>
<p>When creating or updating an Account on the Service, you may be required to select a password and provide certain personal information (“Account Information”), such as your e-mail address or payment information.
This information will be held and used in accordance with the Privacy Policy and relevant “just-in-time” notices, if any, provided at the point of information collection or use.
The following rules govern the security of your Account Information:</p>
<ol>
<li>You shall not share the Account Information, let anyone else access your Account, or do anything else that might compromise the security of your Account;</li>
<li>If you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Account Information, you must immediately notify us and modify your Account Information;</li>
<li>You are solely responsible for maintaining the confidentiality of the Account Information, and you will be responsible for all uses of the Account Information, including purchases, whether or not authorized by you.
and</li>
<li>You are responsible for anything that happens through your Account.</li>
</ol>
<strong>2.4.
Suspension and Termination of Account and Service</strong>
<p>You have the right to terminate or cancel your Account at any time by contacting support at https://sessionslive.zendesk.com/hc/en-us.</p>
<p>Without limiting any other remedies, we may limit, suspend, terminate, modify, or delete your Account or access to the Service (or any portion thereof) at any time if we have reason to suspect you are failing to comply with any of the Terms, with or without notice to you.
If we terminate your Account, you may lose your username as well as any benefits, privileges, earned and purchased items, or any other content associated with your Account, and we are under no obligation to compensate you for any such losses or results.</p>
<p>In the event of termination, no online content or credits will be provided to you or reimbursed, and you will have no further access to your Account or anything within the Service associated with it (including all in-game virtual currency or in-game items or points).
Under no circumstances shall we be responsible for storing any such Account and other information following suspension, termination, modification, or deletion of your Account or access to the Service.</p>
<p>We reserve the right to stop offering and/or supporting the Service or a particular game or part of the Service at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended.
In such event, we shall not be required to provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Service.</p>
<strong>3.
OWNERSHIP / INTELLECTUAL PROPERTY</strong>
<strong>3.1.
Service</strong>
<p>All materials that are part of the Service (including, but not limited to, games, designs, text, graphics, pictures, animations, video, information, computer code, music, sound, and other files, and their selection and arrangement) are copyrighted works owned by Company.
We reserve all intellectual property rights and other proprietary rights in connection with the Service.</p>
<strong>3.2.
Accounts</strong>
<p>You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to the Account are and shall be owned solely and exclusively by Company.
We reserve the right to remove or reclaim any usernames at any time and for any reason.</p>
<strong>3.3.
Virtual Items.
Subscriptions</strong>
<p>While using the Service, you may have the opportunity to “earn,” “buy,” or “purchase” (a) virtual currency, including, but not limited to, virtual “love”, “gold” and “gems,” all for use only in the Service.
or (b) virtual in-game items (together with virtual currency, “Virtual Items”).
However, you acknowledge that you do not acquire any real-world ownership interest whatsoever in any such items.
Any Virtual Items shown in your Account do not constitute a real-world balance or reflect any stored monetary value, but instead constitute a measurement of the extent of your license.
The purchase and sale of the limited license referred to in these Terms is a completed transaction upon receipt of your direct payment.</p>
<p>Further, Artists using the Service may subscribe to our monthly subscription for a recurring monthly fee. </p>
<p>We reserve the right to change any Service or part thereof (including without limitation the pricing and the availability of the Service), at any time without notice.</p>
<strong>3.4.
Refund Policy</strong>
<p>When you make a payment, purchase on or receive a gift through the Service, you have immediate access to, and use of, the Virtual Items and other services you have purchased.
Accordingly, except as detailed in these Terms of Service, to the extent permitted by applicable law, cancellations are not permitted after a purchase, and we do not offer any refunds or credits, including, without limitation, fees for events or subscription payments.
We reserve the right to modify this refund policy as set forth below at any time.</p>
<p>Unless otherwise specified in these Terms of Service or required under the applicable law in your jurisdiction, games, in-game items, and other digital goods are not returnable after purchase.</p>
<strong>Payment Method and Terms</strong>
<p>You understand that the Service lists your available payment methods. .
We accept payment through major credit cards, certain debit cards, PayPal, and/or such other payment methods we may make available to you from time-to-time through our site (“Payment Methods”).
You are subject to all terms and conditions of the Payment Method you choose.
By submitting an order through the Service, you represent and warrant that you are authorized to use the designated Payment Method and authorize us or our designated payment processor, to charge the Payment Method you specify for the purchase amount, including all taxes and fees.
All payments are to be made in United States Dollars, except where other currencies are offered via the Payment Methods made available.</p>
<p>PLEASE NOTE: Our payment processing partners may request that you provide certain personal data (<em>e.g.</em>, a valid government-issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with applicable international, national, federal, state, and local laws and regulations.
They may also communicate directly with you regarding any issues with a payment.</p>
<p>If a purchase has been declined online due to issues with your Payment Method, we may suspend or cancel your order automatically.
You are responsible for resolving any problem we encounter in order to proceed with your purchase.
If the transaction is not accepted online, please contact customer support via the email address made available to you in connection with the purchase. </p>
<p>We may impose an additional transaction fee based on transactions associated with the Service, including a transaction fee applied to purchases from third parties.
Such transaction fee will be disclosed to you prior to your consummation of the relevant transaction.</p>
<strong>4.
USER CONTENT AND INTERACTIONS</strong>
<strong>4.1 User Content</strong>
<p>“User Content” means any content that you or other Users upload, post, perform or transmit to or through the Service (collectively, “Post”) including, without limitation, photographs, text, sound recordings, live video streaming and video conferences, 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, User Content excludes any and all Company Content.
You may Post User Content and otherwise use and enjoy its various functionalities, subject to these Terms.</p>
<strong>4.2 Ownership</strong>
<p>SUBJECT TO ANY THIRD-PARTY RIGHTS IN ANY PREEXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT AND SUBJECT TO THE LICENSE YOU GRANT TO COMPANY, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT, AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.</p>
<strong>4.3 License to Company</strong>
<p>You hereby grant us an unrestricted, assignable, sublicensable, royalty-free worldwide license to exploit and use (“Use”) the User Content you Post by any means, for the purposes of: (i) advertising, marketing, and promoting Company and the Service.
(ii) displaying and sharing your User Content.
and (iii) providing the Service as authorized by these Terms.
You further grant us the right to record video conferences between you and artists in our “Exclusive Artist Experience” conferencing feature solely to facilitate the “Exclusive Artist Experience” (e.g., to kick out users who harass the artists or other users) and for internal training purposes.
You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of your User Content.
Any User Content posted by you or otherwise transmitted to us will be considered non-confidential and non-proprietary, and treated as such by us, and may be used by us in accordance with these Terms without notice to you and without any liability to Company.
To the greatest extent permitted by law and subject to our Privacy Policy, the license granted in this section is irrevocable.
Your license to us 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 User 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 us the right to Use your User Content without the obligation to pay royalties to any third party.
You further grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free right and license to synchronize your User Content in connection with the Service.
In consideration of the provision of the Service to you, you hereby unconditionally and irrevocably waive any moral rights in or to your User Content and all rights to object to derogatory treatment of the User 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 Company, its assignees, licensees, designees and successors-in-title.</p>
<strong>4.4 Enforcement Rights</strong>
<p>As part of your license to us, you give us the right to enforce any copyrights you possess in your User 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 websites, or otherwise exploit and use, the User Content without our consent, including by using the Service or otherwise downloading your User Content off of the application or website.</p>
<strong>4.5 You Must Have Rights to the Content You Post</strong>
<p>By posting User 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 User 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 us under these Terms. .
FURTHER, IF YOU PERFORM RECORDINGS OF MUSICAL WORKS (I.E., SOUND RECORDINGS) YOU MUST HAVE ALL NECESSARY RIGHTS, AUTHORIZATIONS AND PERMISSIONS IN AND TO ANY SUCH SOUND RECORDINGS, WHETHER OR NOT CREATED BY YOU.
IF YOU ARE AN ARTIST AND POST YOUR PRE-RECORDED CONCERTS TO OUR SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE CLEARED THE PUBLISHING RIGHTS AND HAVE OBTAINED PERMISSION FROM YOUR RECORD LABEL TO DO SO.
You further represent and warrant that: (i) the Posting and Use of your User 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 and Use of your User Content will not require us 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 and use of your User 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 or entity as a result of User Content you Post.</p>
<strong>4.6 Specific Rules for Musical Works and for Recording Artists</strong>
<p>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 us 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 us.
Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us 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 Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label.</p>
<strong>4.7 Through-To-The-Audience Rights</strong>
<p>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 websites will not have any separate liability to you or any other third party for User Content posted or Used on such external websites via the Service.</p>
<strong>4.8 Waiver of Rights to User Content</strong>
<p>By posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content.
You also waive any and all rights of privacy, publicity, or any similar rights in connection with your User 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 User Content you Post.</p>
<strong>4.9 Objectionable Content</strong>
<p>You agree not to Post any User Content that could be interpreted in our sole discretion to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar, (ii) in violation of any applicable laws, (iii) putting other Users’ data privacy and security at risk.
(iv) promoting any product, good or service.
(v) promoting bigotry, discrimination, hatred, intolerance, or racism.
or (vi) inciting violence (collectively, “Objectionable Content”).
The Posting of any Objectionable Content may subject you to third-party claims and none of the rights granted to you in these Terms may be raised as a defense against any third-party claims arising from your Posting of Objectionable Content.
Company in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing all of the User’s User Content, and/or reporting the User to law enforcement authorities, either directly or indirectly.</p>
<strong>4.10 Screening Content</strong>
<p>We do not pre-screen any User Content, but reserve the right to remove or delete any User Content in our sole discretion.
In addition, we have the right—but not the obligation—in our sole discretion to remove or delete any User Content: (i) that we consider, in our sole discretion, to violate these Terms or applicable laws.
(ii) that we consider to be Objectionable Content.
or (iii) in response to complaints from other Users, licensors of any Company content, or rights holders related to the User Content, with or without notice and without any liability from us to you.
We also have the right—but not the obligation—to take remedial action in connection with any Objectionable Content posted.
We recommend that you save copies of any User Content that you Post on your personal device(s) to the extent you want to ensure permanent access to copies of such User Content. </p>
<strong>4.11 User Content Posted by Others</strong>
<p>Although we reserve the right to review or remove any User Content, we do not review all User Content, and we take no responsibility for the User Content that appears on the Service.
User Content is the sole responsibility of the person or entity that Posts the User Content.
As reflected in these Terms, we have no tolerance for Objectionable Content, and we do not want our Service put to any improper use, but we cannot guarantee that all User Content will always conform to these Terms.
If you encounter any Objectionable Content on the Service, please immediately contact Company support here.
We provide you with the ability to report Objectionable Content as a courtesy, and we have no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us.</p>
<strong>4.12 No Liability</strong>
<p>For the avoidance of doubt, we will not be liable for any use or misuse of User Content by any User.</p>
<strong>4.13 Feedback</strong>
<p>If you choose to provide us with input or suggestions regarding problems with or proposed modifications, enhancements or improvements to the Service (“Feedback”), including but not limited to any Feedback you provide if we invite you to participate in new product functionality testing, then you hereby grant to us a perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you</p>
<strong>5.
THIRD PARTY SITES</strong>
<p>The Service may contain (or may send you through or to) links to non-Company websites, applications, and/or software (“Third Party Sites”).
We are not responsible for such Third Party Sites or for any content posted on, available through, or installed from such Third Party Sites, Inclusion of, linking to, or permitting the use or installation of such Third Party Sites does not imply approval or endorsement thereof by us.
We shall have no responsibility or liability whatsoever for any Third Party Sites accessed through use of the Service.
Your use and interaction with Third Party Sites may be subject to separate terms and conditions of such Third Party Site.
If you access Third Party Sites, you must comply with the terms and conditions that apply.</p>
<strong>6.
DISCLAIMER OF WARRANTIES</strong>
<p>YOU EXPRESSLY AGREE THAT THE USE OF ANY PART OF THE SERVICE IS SOLELY AT YOUR RISK.
THE SERVICE AND ANY THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.</p>
<strong>7.
LIMITATIONS OF LIABILITIES</strong>
<p>YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH COMPANY OR ITS LICENSORS IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL COMPANY, ITS LICENSORS, OR ITS AFFILIATES BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION, OR CONTENT ON THE SERVICE OR USE OF THE APPLICATION.
MOREOVER, IN NO CASE SHALL COMPANY’S OR ITS LICENSORS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “COMPANY AFFILIATES”) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO COMPANY FOR THE SERVICE.
FURTHERMORE, IN NO CASE SHALL COMPANY OR COMPANY AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSS) ARISING FROM YOUR USE OF THE SERVICE, THE APPLICATION, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR MEMBERSHIP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT COMPANY OR ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</p>
<p>BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, COMPANY AND THEIR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
COMPANY DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.</p>
<strong>8.
INDEMNIFICATION</strong>
<p>You agree to defend, indemnify, and hold harmless Company and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of the subject claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
The obligations set forth herein shall survive termination of these Terms.</p>
<strong>9.
DISPUTE RESOLUTION</strong>
<p>If you are a resident of the United States, these Terms and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.
You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the arbitration option paragraph below.
You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.</p>
<p>You are solely responsible for your interactions with other users of the Service.
If you have a dispute with one or more users of the Service, you release us (and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners) from claims, demands, and damages of every kind and nature, known or unknown, arising out of or in connection with such disputes.
If you are a California resident, you waive the rights afforded to you under California Civil Code §1542.</p>
<strong>10.
ARBITRATION</strong>
<p>For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration.
In the event a party elects arbitration, such dispute shall be finally settled in San Francisco County, California using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
then in effect.
Each party shall be responsible for its share of the arbitration fees in accordance with the applicable arbitration rules.
The arbitrator’s decision shall be final and legally binding, and judgment may be entered thereon in any court of competent jurisdiction.
Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.</p>
<strong>11.
SEVERABILITY</strong>
<p>If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.</p>
<strong>12.
GENERAL PROVISIONS</strong>
<p>These Terms, any supplemental policies, and any documents expressly incorporated by reference herein contain the entire understanding of you and Company, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy, or precedent, between you and us with respect to the Service.</p>
<p>The failure of Company to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance.</p>
<p>Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by us shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Company.</p>
<p>You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service or any Company product, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages.</p>
<strong>13.
COPYRIGHT DISPUTE POLICY.</strong>
<p>We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf).
The address of our Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this section.
It is our policy to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users.
and (2) remove and discontinue service to repeat offenders.</p>
<ol>
<li>Procedure for Reporting Copyright Infringements:<br>If you believe that material or content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:</li>
</ol>
<p>1.  .
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;</p>
<p>2.  .
Identification of works or materials being infringed;</p>
<p>3.  .
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;</p>
<p>4.  .
Contact information about the notifier including address, telephone number and, if available, email address;</p>
<p>5.  .
A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law.
and</p>
<p>6.  .
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.</p>
<ol>
<li>Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:<br>It is our policy:</li>
</ol>
<p>1.  .
to remove or disable access to the infringing material;</p>
<p>2.  .
to notify the content provider, member or user that it has removed or disabled access to the material.
and</p>
<p>3.  .
that repeat offenders will have the infringing material removed from the system and we will terminate such content provider’s, member’s, or user’s access to the Services.</p>
<ol>
<li>Procedure to Supply a Counter-Notice to the Designated Agent:<br>If the content provider, member, or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:</li>
</ol>
<p>1.  .
A physical or electronic signature of the content provider, member or user;</p>
<p>2.  .
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;</p>
<p>3.  .
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material.
and</p>
<p>4.  .
Content provider’s, member’s, or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s, or user’s address is located, or, if the content provider’s, member’s, or user’s address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.</p>
<p>If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days.
Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.</p>
<p>Please contact our Designated Agent at the following address:</p>
<p>WRKSHP</p>
<p>201 Spear St, Suite 1500, San Francisco, CA 94105</p>
<p>MIRlegal@WRKSHP.com</p>
<p>
<em>Repeat Infringers</em>
</p>
<p>We will promptly terminate without notice any user’s access to our service if that user is determined by us to be a repeat infringer.</p>
<strong>14.
APPLE DEVICE AND APPLICATION TERMS.</strong>
<p>In the event you are using the Services in connection with a device provided by Apple, Inc.
(“Apple”) or a Company application obtained through the Apple App Store (collectively, such uses are henceforth the “Application”), the following shall apply:</p>
<ol>
<li>Both you and Company acknowledge that these Terms are concluded between you and Company only, and not with Apple, and that Apple is not responsible for the Application or the Content;</li>
<li>The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Service;</li>
<li>You will only use the Application in connection with an Apple device that you own or control;</li>
<li>You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;</li>
<li>In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure.
upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;</li>
<li>You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;</li>
<li>You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;</li>
<li>You represent and warrant that you are not located in a country subject to a U.S.
Government embargo, or that has been designated by the U.S.
Government as a “terrorist supporting” country, and that you are not listed on any U.S.
Government list of prohibited or restricted parties;</li>
<li>Both you and Company acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use.
and</li>
<li>Both you and Company acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.</li>
</ol> EFFECTIVE DATE: APRIL 13, 2021 Terms &.
Conditions <p>
</p>
<p>PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AS A USER OF PRODUCTS AND SERVICES OF MIR PARTNERS, INC.
(“Company”).</p>
<p>
</p>
<strong>1.
GOVERNING AGREEMENT</strong>
<p>These Terms of Service (“Terms”) constitute a legal agreement that governs the relationship between you and Company (“we,” “our,” or “us”) regarding your use of Company’s apps, games and related services, which include the Company’s applications for mobile devices (including but not limited to NEXT Music and Sessions), Company’s branded websites (including but not limited to nextmusic.com, sessionslive.com, wearewrkshp.com), mobile applications and related products and services made available through Facebook or other social networking services (collectively, the “Service”).
By using or accessing the Service, you acknowledge that you have read, understood, and agree to be bound by the Terms, which incorporate Company’s Privacy Policy (“Privacy Policy”) by reference.
If you are accessing or using the Service on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Service as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.</p>
<p>Users are responsible for periodically viewing the Terms.
We reserve the right to modify the Terms and Privacy Policy at any time by posting the amended terms on or within the Service.
Your continued use of the Service after a change or update has been made will constitute your agreement to the revised Terms.
If you do not accept the Terms, your only remedy is to discontinue your use of the Service and cancel any accounts you have made using the Service.</p>
<p>To the extent these Terms or the Privacy Policy conflict with any other Company terms, policy, rule, or code of conduct, the terms contained in this agreement and in the Privacy Policy shall govern.</p>
<p>
<strong>You enter into this Agreement as, and shall continue to be, an independent contractor.
Artists who perform via our service are </strong>
<strong>not</strong>
<strong> our employees.
You represent and warrant that you shall at no time be deemed to be an employee of us and that your only work relationship to us, if any, is as an independent contractor.
In no circumstance shall you, your employees, or your subcontractors look to us as its employer, or as a partner, an agent, or a principal.
You shall not be entitled to any benefits accorded to our employees, including, but not limited to, vacation, sick, or personal leave, workers’ compensation, unemployment benefits or life, health, or disability insurance, or 401(k)/ retirement benefits.
You shall file all tax returns, tax declarations and tax schedules as necessary and when due, and pay, when and as due, any and all payroll, income or other taxes incurred as a result of any compensation earned by you by performing via the Service.
We will not withhold any employment taxes from compensation, if any, that you may earn as a result of your performances via the Service.
Rather, we will report the amount it pays you, if any, on IRS Forms 1099, to the extent required to do so under applicable Internal Revenue Code provisions and state or local law.
None of the benefits, if any, which are provided by us to our employees, shall be available to you.
We will not be responsible for withholding taxes with respect to any fees earned by you via the Service.
You accept full liability for the payment of all employment and other taxes and contributions (including but not limited to, contributions for unemployment insurance).</strong>
</p>
<strong>2.
LICENSE AND USE</strong>
<strong>2.1.
Grant of Limited License</strong>
<p>Subject to your agreement and continued compliance with the Terms and the Privacy Policy, we hereby grant to you a limited, non-exclusive, non-transferable, and revocable limited right and license to access, use, and create an account (“Account”) with the Service, and to download, install, and use an application or website within the Service on your personal computer or mobile device, as applicable, solely for non-commercial personal entertainment use.
You agree not to use the Service for any other purpose.</p>
<strong>2.2.
License Restrictions</strong>
<p>The license granted to you and your use of the Service is subject to certain restrictions.
Any use of the Service in violation of the following restrictions is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 2.1, and may subject you to liability for violations of law.</p>
<strong>2.2.1.
Illegal or Abusive Use</strong>
<ol>
<li>You shall not engage in any act that we deem to be in conflict with the spirit or intent of the Service, including, but not limited to, circumventing or manipulating these Terms, our game rules, game mechanics, or policies;</li>
<li>You shall not use the Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation;</li>
<li>You shall not use cheats, exploits, automation software, bots, hacks, mods, or any unauthorized third party software designed to modify or interfere with the Service or any Company game experience;</li>
<li>You shall not use the Service in order to design or assist in the design of cheats, automation software, bots, hacks, mods, or any other unauthorized third party software designed to modify or interfere with the Service or any Company game experience;</li>
<li>You shall not modify or cause to be modified any files that are a part of the Service in a manner unrelated to the normal, expected user experience;</li>
<li>You shall not disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service or any Company product.
or (2) the enjoyment of the Service or any Company product by any other person.
and</li>
<li>You shall not institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;</li>
</ol>
<strong>2.2.2.
Commercial Activity</strong>
<ol>
<li>You shall only use your Account for non-commercial purposes;</li>
<li>You shall not, in whole or in part, (1) modify or create any derivative work of the Service.
or (2) copy, photocopy, reproduce, translate, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code, underlying ideas, algorithms, or structure of any part of the Service;</li>
<li>You shall not use your Account to advertise, solicit, or transmit any commercial advertisements;</li>
<li>You shall not transmit unauthorized communications through the Service, including chain letters, junk e-mail, repetitive messages, or any materials that promote malware, spyware, or downloadable items;</li>
<li>You shall not use the Service or any part thereof for performing in-game services, such as power-leveling and item collection services, in exchange for payment outside the Service;</li>
<li>You shall not sublicense, rent, lease, sell, trade, gift, or otherwise transfer your Account or any data associated with your Account to anyone without our written permission.
and</li>
<li>You shall not access or use an Account or related data that have been sublicensed, rented, leased, sold, traded, gifted, or otherwise transferred from the original Account creator without our written permission;</li>
</ol>
<strong>2.2.3.
Offensive or Infringing Content</strong>
<ol>
<li>You shall not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;</li>
<li>You shall not post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;</li>
<li>You shall not attempt to harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person or group, including Company employees and customer service representatives.
and</li>
<li>You shall not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person;</li>
</ol>
<strong>2.2.4.
Unauthorized Use or Connection to the Service</strong>
<ol>
<li>You shall not attempt to gain unauthorized access to the Service, Accounts registered to others, or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by Company;</li>
<li>You shall not interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;</li>
<li>You shall not use any unauthorized third party software that accesses, intercepts, mines, or otherwise collects information from or through the Service or that is in transit from or to the Service, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Service to store information about Company game characters, elements, or environment.
We may, at our sole and absolute discretion, allow the use of certain third party user interfaces;</li>
<li>You shall not intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Service, whether through the use of a network analyzer, packet sniffer, or other device;</li>
<li>You shall not make any automated use of the system, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;</li>
<li>You shall not bypass any measures we employ to restrict access to the service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data.
and</li>
<li>You shall not use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates or attempts to emulate any part of the Service.
or (2) any connection using programs, tools, or software not expressly approved by us;</li>
</ol>
<strong>2.2.5.
Improper User</strong>
<ol>
<li>You shall not create an Account or access the Service if you are under the age of 13;</li>
<li>You shall monitor your Account to ensure that no children under the age of 13 use or access the Service through your Account.
You accept full responsibility for any unauthorized use of the Service by minors in connection with your Account, including any purchases made by minors;</li>
<li>You shall not create an Account or use the Service if you are a convicted sex offender.
and</li>
<li>You shall not use the Service if you are located in a country embargoed by the United States or if you are on the U.S.
Treasury Department’s list of Specially Designated Nationals.</li>
<li>If you are under age 18, you may only use the Service with the consent of your parent or legal guardian.
Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.</li>
</ol>
<strong>2.3.
Account Information</strong>
<p>When creating or updating an Account on the Service, you may be required to select a password and provide certain personal information (“Account Information”), such as your e-mail address or payment information.
This information will be held and used in accordance with the Privacy Policy and relevant “just-in-time” notices, if any, provided at the point of information collection or use.
The following rules govern the security of your Account Information:</p>
<ol>
<li>You shall not share the Account Information, let anyone else access your Account, or do anything else that might compromise the security of your Account;</li>
<li>If you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Account Information, you must immediately notify us and modify your Account Information;</li>
<li>You are solely responsible for maintaining the confidentiality of the Account Information, and you will be responsible for all uses of the Account Information, including purchases, whether or not authorized by you.
and</li>
<li>You are responsible for anything that happens through your Account.</li>
</ol>
<strong>2.4.
Suspension and Termination of Account and Service</strong>
<p>You have the right to terminate or cancel your Account at any time by contacting support at https://sessionslive.zendesk.com/hc/en-us.</p>
<p>Without limiting any other remedies, we may limit, suspend, terminate, modify, or delete your Account or access to the Service (or any portion thereof) at any time if we have reason to suspect you are failing to comply with any of the Terms, with or without notice to you.
If we terminate your Account, you may lose your username as well as any benefits, privileges, earned and purchased items, or any other content associated with your Account, and we are under no obligation to compensate you for any such losses or results.</p>
<p>In the event of termination, no online content or credits will be provided to you or reimbursed, and you will have no further access to your Account or anything within the Service associated with it (including all in-game virtual currency or in-game items or points).
Under no circumstances shall we be responsible for storing any such Account and other information following suspension, termination, modification, or deletion of your Account or access to the Service.</p>
<p>We reserve the right to stop offering and/or supporting the Service or a particular game or part of the Service at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended.
In such event, we shall not be required to provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Service.</p>
<strong>3.
OWNERSHIP / INTELLECTUAL PROPERTY</strong>
<strong>3.1.
Service</strong>
<p>All materials that are part of the Service (including, but not limited to, games, designs, text, graphics, pictures, animations, video, information, computer code, music, sound, and other files, and their selection and arrangement) are copyrighted works owned by the Company.
We reserve all intellectual property rights and other proprietary rights in connection with the Service.</p>
<strong>3.2.
Accounts</strong>
<p>You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to the Account are and shall be owned solely and exclusively by the Company.
We reserve the right to remove or reclaim any usernames at any time and for any reason.</p>
<strong>3.3.
Virtual Items</strong>
<p>While using the Service, you may have the opportunity to “earn,” “buy,” or “purchase” (a) virtual currency, including, but not limited to, virtual “love”, “gold” and “gems,” all for use only in the Service.
or (b) virtual in-game items (together with virtual currency, “Virtual Items”).
However, you acknowledge that you do not acquire any real-world ownership interest whatsoever in any such items.
Any Virtual Items shown in your Account do not constitute a real-world balance or reflect any stored monetary value, but instead constitute a measurement of the extent of your license.
The purchase and sale of the limited license referred to in these Terms is a completed transaction upon receipt of your direct payment.</p>
<strong>3.4.
Refund Policy</strong>
<p>When you make a purchase on or receive a gift through the Service, you have immediate access to, and use of, the Virtual Items and other services you have purchased.
Accordingly, except as detailed in these Terms of Service, to the extent permitted by applicable law, cancellations are not permitted after a purchase, and we do not offer any refunds or credits, including, without limitation, fees for events.
We reserve the right to modify this refund policy as set forth below at any time.</p>
<p>Unless otherwise specified in these Terms of Service or required under the applicable law in your jurisdiction, games, in-game items, and other digital goods are not returnable after purchase.</p>
<strong>Payment Method and Terms</strong>
<p>You understand that the Service lists your available payment methods. .
We accept payment through major credit cards, certain debit cards, PayPal, and/or such other payment methods we may make available to you from time-to-time through our site (“Payment Methods”).
You are subject to all terms and conditions of the Payment Method you choose.
By submitting an order through the Service, you represent and warrant that you are authorized to use the designated Payment Method and authorize us or our designated payment processor, to charge the Payment Method you specify for the purchase amount, including all taxes and fees.
All payments are to be made in United States Dollars, except where other currencies are offered via the Payment Methods made available.</p>
<p>PLEASE NOTE: Our payment processing partners may request that you provide certain personal data (<em>e.g.</em>, a valid government-issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with applicable international, national, federal, state, and local laws and regulations.
They may also communicate directly with you regarding any issues with a payment.</p>
<p>If a purchase has been declined online due to issues with your Payment Method, we may suspend or cancel your order automatically.
You are responsible for resolving any problem we encounter in order to proceed with your purchase.
If the transaction is not accepted online, please contact customer support via the email address made available to you in connection with the purchase. </p>
<p>We may impose an additional transaction fee based on transactions associated with the Service, including a transaction fee applied to purchases from third parties.
Such transaction fee will be disclosed to you prior to your consummation of the relevant transaction.</p>
<strong>4.
USER CONTENT AND INTERACTIONS</strong>
<strong>4.1 User Content</strong>
<p>“User Content” means any content that you or other Users upload, post, perform or transmit to or through the Service (collectively, “Post”) including, without limitation, photographs, text, sound recordings, live video streaming and video conferences, 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, User Content excludes any and all Company Content.
You may Post User Content and otherwise use and enjoy its various functionalities, subject to these Terms.</p>
<strong>4.2 Ownership</strong>
<p>SUBJECT TO ANY THIRD-PARTY RIGHTS IN ANY PRE EXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT AND SUBJECT TO THE LICENSE YOU GRANT TO COMPANY, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT, AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.</p>
<strong>4.3 License to Company</strong>
<p>You hereby grant us an unrestricted, assignable, sublicensable, royalty-free worldwide license to exploit and use (“Use”) the User Content you Post by any means, for the purposes of: (i) advertising, marketing, and promoting Company and the Service.
(ii) displaying and sharing your User Content.
and (iii) providing the Service as authorized by these Terms.
You further grant us the right to record video conferences between you and artists in our “Exclusive Artist Experience” conferencing feature solely to facilitate the “Exclusive Artist Experience” (e.g., to kick out users who harass the artists or other users) and for internal training purposes.
You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of your User Content.
Any User Content posted by you or otherwise transmitted to us will be considered non-confidential and non-proprietary, and treated as such by us, and may be used by us in accordance with these Terms without notice to you and without any liability to Company.
To the greatest extent permitted by law and subject to our Privacy Policy, the license granted in this section is irrevocable.
Your license to us 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 User 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 us the right to Use your User Content without the obligation to pay royalties to any third party.
You further grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free right and license to synchronize your User Content in connection with the Service.
In consideration of the provision of the Service to you, you hereby unconditionally and irrevocably waive any moral rights in or to your User Content and all rights to object to derogatory treatment of the User 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 Company, its assignees, licensees, designees and successors-in-title.</p>
<strong>4.4 Enforcement Rights</strong>
<p>As part of your license to us, you give us the right to enforce any copyrights you possess in your User 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 websites, or otherwise exploit and use, the User Content without our consent, including by using the Service or otherwise downloading your User Content off of the application or website.</p>
<strong>4.5 You Must Have Rights to the Content You Post</strong>
<p>By posting User 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 User 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 us under these Terms. .
FURTHER, IF YOU PERFORM RECORDINGS OF MUSICAL WORKS (I.E., SOUND RECORDINGS) YOU MUST HAVE ALL NECESSARY RIGHTS, AUTHORIZATIONS AND PERMISSIONS IN AND TO ANY SUCH SOUND RECORDINGS, WHETHER OR NOT CREATED BY YOU.
IF YOU ARE AN ARTIST AND POST YOUR PRE-RECORDED CONCERTS TO OUR SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE CLEARED THE PUBLISHING RIGHTS AND HAVE OBTAINED PERMISSION FROM YOUR RECORD LABEL TO DO SO.
You further represent and warrant that: (i) the Posting and Use of your User 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 and Use of your User Content will not require us 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 and use of your User 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 or entity as a result of User Content you Post.</p>
<strong>4.6 Specific Rules for Musical Works and for Recording Artists</strong>
<p>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 us 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 us.
Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us 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 Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label.</p>
<strong>4.7 Through-To-The-Audience Rights</strong>
<p>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 websites will not have any separate liability to you or any other third party for User Content posted or Used on such external websites via the Service.</p>
<strong>4.8 Waiver of Rights to User Content</strong>
<p>By posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content.
You also waive any and all rights of privacy, publicity, or any similar rights in connection with your User 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 User Content you Post.</p>
<strong>4.9 Objectionable Content</strong>
<p>You agree not to Post any User Content that could be interpreted in our sole discretion to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar, (ii) in violation of any applicable laws, (iii) putting other Users’ data privacy and security at risk.
(iv) promoting any product, good or service.
(v) promoting bigotry, discrimination, hatred, intolerance, or racism.
or (vi) inciting violence (collectively, “Objectionable Content”).
The Posting of any Objectionable Content may subject you to third-party claims and none of the rights granted to you in these Terms may be raised as a defense against any third-party claims arising from your Posting of Objectionable Content.
Company in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing all of the User’s User Content, and/or reporting the User to law enforcement authorities, either directly or indirectly.</p>
<strong>4.10 Screening Content</strong>
<p>We do not pre-screen any User Content, but reserve the right to remove or delete any User Content in our sole discretion.
In addition, we have the right—but not the obligation—in our sole discretion to remove or delete any User Content: (i) that we consider, in our sole discretion, to violate these Terms or applicable laws.
(ii) that we consider to be Objectionable Content.
or (iii) in response to complaints from other Users, licensors of any Company content, or rights holders related to the User Content, with or without notice and without any liability from us to you.
We also have the right—but not the obligation—to take remedial action in connection with any Objectionable Content posted.
We recommend that you save copies of any User Content that you Post on your personal device(s) to the extent you want to ensure permanent access to copies of such User Content. </p>
<strong>4.11 User Content Posted by Others</strong>
<p>Although we reserve the right to review or remove any User Content, we do not review all User Content, and we take no responsibility for the User Content that appears on the Service.
User Content is the sole responsibility of the person or entity that Posts the User Content.
As reflected in these Terms, we have no tolerance for Objectionable Content, and we do not want our Service put to any improper use, but we cannot guarantee that all User Content will always conform to these Terms.
If you encounter any Objectionable Content on the Service, please immediately contact Company support here.
We provide you with the ability to report Objectionable Content as a courtesy, and we have no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us.</p>
<strong>4.12 No Liability</strong>
<p>For the avoidance of doubt, we will not be liable for any use or misuse of User Content by any User.</p>
<strong>4.13 Feedback</strong>
<p>If you choose to provide us with input or suggestions regarding problems with or proposed modifications, enhancements or improvements to the Service (“Feedback”), including but not limited to any Feedback you provide if we invite you to participate in new product functionality testing, then you hereby grant to us a perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you</p>
<strong>5.
THIRD PARTY SITES</strong>
<p>The Service may contain (or may send you through or to) links to non-Company websites, applications, and/or software (“Third Party Sites”).
We are not responsible for such Third Party Sites or for any content posted on, available through, or installed from such Third Party Sites, Inclusion of, linking to, or permitting the use or installation of such Third Party Sites does not imply approval or endorsement thereof by us.
We shall have no responsibility or liability whatsoever for any Third Party Sites accessed through use of the Service.
Your use and interaction with Third Party Sites may be subject to separate terms and conditions of such Third Party Site.
If you access Third Party Sites, you must comply with the terms and conditions that apply.</p>
<strong>6.
DISCLAIMER OF WARRANTIES</strong>
<p>YOU EXPRESSLY AGREE THAT THE USE OF ANY PART OF THE SERVICE IS SOLELY AT YOUR RISK.
THE SERVICE AND ANY THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.</p>
<strong>7.
LIMITATIONS OF LIABILITIES</strong>
<p>YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH COMPANY OR ITS LICENSORS IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL COMPANY, ITS LICENSORS, OR ITS AFFILIATES BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION, OR CONTENT ON THE SERVICE OR USE OF THE APPLICATION.
MOREOVER, IN NO CASE SHALL COMPANY’S OR ITS LICENSORS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “COMPANY AFFILIATES”) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO COMPANY FOR THE SERVICE.
FURTHERMORE, IN NO CASE SHALL COMPANY OR COMPANY AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSS) ARISING FROM YOUR USE OF THE SERVICE, THE APPLICATION, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR MEMBERSHIP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT COMPANY OR ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</p>
<p>BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, COMPANY AND THEIR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
COMPANY DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.</p>
<strong>8.
INDEMNIFICATION</strong>
<p>You agree to defend, indemnify, and hold harmless Company and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of the subject claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
The obligations set forth herein shall survive termination of these Terms.</p>
<strong>9.
DISPUTE RESOLUTION</strong>
<p>If you are a resident of the United States, these Terms and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.
You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the arbitration option paragraph below.
You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.</p>
<p>You are solely responsible for your interactions with other users of the Service.
If you have a dispute with one or more users of the Service, you release us (and its licensors, affiliates, employees, officers, directors, contractors, agents, and third party partners) from claims, demands, and damages of every kind and nature, known or unknown, arising out of or in connection with such disputes.
If you are a California resident, you waive the rights afforded to you under California Civil Code §1542.</p>
<strong>10.
ARBITRATION</strong>
<p>For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration.
In the event a party elects arbitration, such dispute shall be finally settled in San Francisco County, California using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
then in effect.
Each party shall be responsible for its share of the arbitration fees in accordance with the applicable arbitration rules.
The arbitrator’s decision shall be final and legally binding, and judgment may be entered thereon in any court of competent jurisdiction.
Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.</p>
<strong>11.
SEVERABILITY</strong>
<p>If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.</p>
<strong>12.
GENERAL PROVISIONS</strong>
<p>These Terms, any supplemental policies, and any documents expressly incorporated by reference herein contain the entire understanding of you and Company, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy, or precedent, between you and us with respect to the Service.</p>
<p>The failure of Company to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance.</p>
<p>Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by us shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Company.</p>
<p>You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service or any Company product, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages.</p>
<strong>13.
COPYRIGHT DISPUTE POLICY.</strong>
<p>We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf).
The address of our Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this section.
It is our policy to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users.
and (2) remove and discontinue service to repeat offenders.</p>
<ol>
<li>Procedure for Reporting Copyright Infringements:<br>If you believe that material or content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:</li>
</ol>
<p>1.  .
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;</p>
<p>2.  .
Identification of works or materials being infringed;</p>
<p>3.  .
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;</p>
<p>4.  .
Contact information about the notifier including address, telephone number and, if available, email address;</p>
<p>5.  .
A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law.
and</p>
<p>6.  .
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.</p>
<ol>
<li>Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:<br>It is our policy:</li>
</ol>
<p>1.  .
to remove or disable access to the infringing material;</p>
<p>2.  .
to notify the content provider, member or user that it has removed or disabled access to the material.
and</p>
<p>3.  .
that repeat offenders will have the infringing material removed from the system and we will terminate such content provider’s, member’s, or user’s access to the Services.</p>
<ol>
<li>Procedure to Supply a Counter-Notice to the Designated Agent:<br>If the content provider, member, or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:</li>
</ol>
<p>1.  .
A physical or electronic signature of the content provider, member or user;</p>
<p>2.  .
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;</p>
<p>3.  .
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material.
and</p>
<p>4.  .
Content provider’s, member’s, or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s, or user’s address is located, or, if the content provider’s, member’s, or user’s address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.</p>
<p>If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days.
Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.</p>
<p>Please contact our Designated Agent at the following address:</p>
<p>WRKSHP</p>
<p>201 Spear St, Suite 1500, San Francisco, CA 94105</p>
<p>MIRlegal@WRKSHP.com</p>
<p>
<em>Repeat Infringers</em>
</p>
<p>We will promptly terminate without notice any user’s access to our service if that user is determined by us to be a repeat infringer.</p>
<strong>14.
APPLE DEVICE AND APPLICATION TERMS.</strong>
<p>In the event you are using the Services in connection with a device provided by Apple, Inc.
(“Apple”) or a Company application obtained through the Apple App Store (collectively, such uses are henceforth the “Application”), the following shall apply:</p>
<ol>
<li>Both you and Company acknowledge that these Terms are concluded between you and Company only, and not with Apple, and that Apple is not responsible for the Application or the Content;</li>
<li>The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Service;</li>
<li>You will only use the Application in connection with an Apple device that you own or control;</li>
<li>You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;</li>
<li>In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure.
upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;</li>
<li>You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;</li>
<li>You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;</li>
<li>You represent and warrant that you are not located in a country subject to a U.S.
Government embargo, or that has been designated by the U.S.
Government as a “terrorist supporting” country, and that you are not listed on any U.S.
Government list of prohibited or restricted parties;</li>
<li>Both you and Company acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use.
and</li>
<li>Both you and Company acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.</li>
</ol>
<strong>15.
ALL ACCESS PASS/CLUB MEMBERSHIP</strong>
<p>We provide a Club Membership option for our members, which is not required to play the game.
We offer this subscription in the following lengths and pricing.
$2.99/week, $7.99/month, $39.99/year.
This price will change depending on your local currency and updated exchange rates.
There is a free trial option for the $2.99/week subscription.
After the free trial period, you will be charged until you cancel through iTunes or Google.
The payment will be through iTunes if you purchased through iTunes and Google if you purchased through Google.
Subscriptions will automatically renew within a 24-hour period prior to the end of the period you have chosen.
The subscription will automatically renew unless auto-renew is turned off at least 24-hours before the end of the current period.
You will manage your subscriptions through the Account Settings of iTunes and Google respectively.
Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to the publication, where applicable.</p> Subscribe to our Newsletter <ul>
<li>Download Press Kit</li>
<li>Email Us</li>
</ul>
<ul>
<li>Terms &.
Conditions</li>
<li>Privacy Policy</li>
</ul> © Sessions 2021