BANDPAGE TERMS OF USE

Effective Date: August 29, 2016

Please read these Terms of Use (the "Terms") for the BandPage™ service, available through bandpage.com (the "Website") and any services, data feeds, software applications or application program interfaces provided to you to access or otherwise interact with the Website (collectively, the "Service"), carefully before using the Service.

THESE TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND BANDPAGE, INC. ("BandPage," "we," "us," or "our"). BY USING THE SERVICE — WHETHER YOU ARE A CASUAL VISITOR TO THE SERVICE BROWSING THE PAGES CREATED BY OTHERS OR A BAND OR OTHER ENTITY USING THE SERVICE TO PROMOTE YOURSELF, YOUR BAND OR YOUR BUSINESS — YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE — AND ARE NOT AUTHORIZED TO USE — ALL OR ANY PORTION OF THE SERVICE.

The Service is offered by BandPage for the purpose of helping artists and musicians market themselves and their materials to fans.

If you are using or opening an account on the Service on behalf of a company, entity or organization (including, but not limited to, a band) (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms and (ii) agree on behalf of such Subscribing Entity to be bound by these Terms.

  1. GENERAL

    1. Changes to these Terms. BandPage reserves the right to revise these Terms in its sole discretion at any time. Although we may attempt to notify you when major changes are made to these Terms (such as by posting the revised Terms on the Website or sending you an email notification), you should periodically review the most up-to-date version. Any revisions to the Terms are effective upon posting, unless we indicate otherwise. The Terms will be identified as of the most recent date of revision. It is incumbent upon you to visit this page periodically to ensure your continued acceptance of these Terms. Your continued use of the Service after a revised version of these Terms has been posted by BandPage to the Website constitutes your binding acceptance of such revision and the revised Terms. Notwithstanding the preceding sentence, no revisions to these Terms will apply to any dispute between you and BandPage that arose prior to the date of such revision. If you disagree with these Terms or are in any way dissatisfied with the Service, you may terminate your use of the Service in accordance with Section 14(b).

    2. Evolving Nature of Service. The Service is owned by BandPage and may be operated by BandPage, its affiliates, or its or their contractors. The Service is continually under development and BandPage reserves the right to change or discontinue all or any part of the Service, including, without limitation, any feature of the Service, at any time, with or without notice to you. Sometimes additional terms or product requirements may apply to certain features of the Service, and we will make such additional terms or requirements available with the applicable feature. The Service may contain links to third party websites and services that are not owned or controlled by BandPage. BandPage has no control over, and assumes no responsibility for, such websites and services. Be aware when you leave the Service and read the terms and conditions and privacy policy of each third-party website and service that you visit.

    3. Consideration. You understand and agree that these Terms are entered into in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

  2. USE OF THE SERVICE

    BandPage or its affiliates may provide the Service through the Website, software applications or application programming interfaces that may permit access to all or any portion of the Service, or any other channels owned or operated by or on behalf of BandPage or its affiliates, whether now known or hereafter developed. The Service may require that you agree to additional terms and conditions, including those of any third party websites or services (each, a "Third Party Site"). Any terms and conditions required by BandPage for use of any portion of the Service offered by BandPage (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede these Terms in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (if any) (but not those of any Third Party Site) are hereby incorporated into and made a part of these Terms by reference. You may also be subject to the terms of use of any Third Party Sites and you are solely responsible for your acceptance of and compliance with such terms.

  3. CHILDREN

    By using the Service, you affirm that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, the Service is not intended for children under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. BandPage does not seek through the Service to gather personal information from or about children under the age of 13.

  4. SERVICE SECURITY

    You must exercise caution, good sense and sound judgment when using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your use of the Service, at BandPage's sole discretion. BandPage reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service.

  5. MATERIALS SUBMITTED TO THE SERVICE; LICENSE GRANT FROM YOU TO BANDPAGE

    1. User Content. This section governs any content (including, without limitation, text, photographs, musical works, sound recordings, audiovisual works, or other materials) that you upload or transmit to or through the Service or to us through email to make available to or through the Service (collectively, "User Content"), including, without limitation, any User Content that originates from or is hosted by a Third Party Site. You are solely responsible for all of your User Content, even if, for example, you request that we, and we agree to, assist you with updating or making changes to your User Content made available on or through the Service. If any of your User Content is hosted by a Third Party Site, you are responsible for complying with any terms and conditions of such Third Party Site. You should not make available any User Content to or through the Service that you consider to be confidential or proprietary. You understand and agree that BandPage does not guarantee any confidentiality with respect to any User Content you make available hereunder. If the Service enables to you to offer, sell or buy any items, products or services, you acknowledge that such transaction is solely between the buyers and sellers, and BandPage is not a party to any such transactions. BandPage is a provider of hosting services for User Content submitted by our users and partners and is not responsible for the accuracy, usefulness, safety, or legality of such User Content, including User Content that may be offensive, indecent, defamatory, objectionable, or that may violate third-party rights or applicable laws or regulations. Notwithstanding the foregoing, BandPage reserves the right to remove any User Content from the Service in BandPage's sole discretion.

    2. Retention of Your Intellectual Property Rights. BY UPLOADING OR OTHERWISE PROVIDING USER CONTENT TO THE SERVICE YOU ARE NOT - PURSUANT TO THESE TERMS - SURRENDERING ANY OWNERSHIP OF YOUR INTELLECTUAL PROPERTY RIGHTS IN YOUR USER CONTENT THAT YOU MAY HAVE. RATHER, YOU ARE GRANTING A LICENSE PURSUANT TO THE PROVISIONS OF THESE TERMS. YOU WILL CONTINUE TO OWN, TO THE EXTENT OF YOUR EXISTING RIGHTS, ALL OF YOUR USER CONTENT, INCLUDING, BUT NOT LIMITED TO, YOUR SOUND RECORDINGS, MUSICAL WORKS, AND AUDIOVISUAL WORKS. NOTWITHSTANDING THE FOREGOING, ANY USER CONTENT TRANSMITTED BY YOU THROUGH THE SERVICE FROM OR TO ANY THIRD PARTY SITE WILL BE SUBJECT TO THE TERMS OF USE OF SUCH THIRD PARTY SITE.

    3. License Grants. You hereby grant to BandPage and its affiliates an unrestricted, assignable, sublicensable (including, without limitation, to BandPage's and its affiliates' third party syndication partners), revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions), create derivative works from, and otherwise use and exploit (collectively, "Use") all User Content you upload or transmit to or through the Service or to us through email to make available on or through the Service, including, without limitation, all name(s), image(s), voice(s), likeness(es), trademark(s), trade name(s), and logo(s) depicted or embodied therein, through any media and formats now known or hereafter developed for the purposes of: (a) advertising, marketing, and promoting (including through the public performance, public display, making available, and communicating to the public) you, your User Content, BandPage, and the Service, in BandPage's sole discretion; (b) distributing your User Content to the public, either directly or through Third Party Sites; (c) combining or using your User Content with information or content available to use from third parties for any use or purpose, including, by way of example and not limitation, for use in charting the popularity of User Content on the Service and making your calendar of appearances publicly available; or (d) displaying your User Content in connection with any event, good or service in which you or your content are included or otherwise involved. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING RIGHTS INCLUDE THE RIGHT OF BANDPAGE AND ITS AFFILIATES TO DISTRIBUTE YOUR USER CONTENT TO OUR THIRD PARTY SYNDICATION PARTNERS AND TO SUBLICENSE TO SUCH SYNDICATION PARTNERS THE RIGHTS AND LICENSES GRANTED BY YOU TO USE YOUR USER CONTENT IN ACCORDANCE WITH THESE TERMS. We may provide you with features or functionality to manage or request changes to how BandPage, its affiliates, or its or their third party syndication partners Use your User Content; however, if you do not want your User Content Used as set forth in these Terms, you should remove such User Content from the Service.
    4. Limitations on Grant of Rights to BandPage. Notwithstanding the grant of rights above, nothing contained in these Terms grants BandPage, its affiliates, or its or their third party syndication partners a right or license to: (a) sell phonorecords (e.g., CDs, LPs or digital downloads) of User Content, unless you include such items in your merchandise offerings or specifically authorize BandPage to sell such items through an election made through your account, to the extent BandPage provides such functionality; or (b) authorize third parties to incorporate any audio-only or audiovisual User Content in such third parties' audiovisual works, such as commercials, television programs, or movies. For the avoidance of doubt, nothing herein shall preclude BandPage from obtaining such rights from a third party or from linking to any third party sites through which sales of phonorecords, audiovisual works, and other merchandise embodying your sound recordings, name, voice, image, etc. may be facilitated.

    5. Waiver of Rights. By uploading User Content to or through the Service you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. To the extent permitted by applicable law, 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 or with respect to any User Content you upload to or through the Service or to us through email for the purpose of making the User Content available on or through the Service, during the term of these Terms. You expressly release BandPage and all of BandPage's agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Content in accordance with these Terms. Notwithstanding the preceding sentences of this Section, you should let us know immediately if you object to any Uses of your User Content on or through the Service or in the promotion of the Service. We will consider all reasonable requests to terminate any Use that you find objectionable, but we shall have no liability to you for any Use authorized in these Terms.

    6. Requirement that You Be an Owner of or Fully Authorized to Grant the Rights To User Content. If you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to upload or transmit to or through the Service or to us through email for the purposes of making the User Content available on or through the Service, then you must not upload the User Content to or through the Service. 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 upload such sound recordings to the Service unless you obtain all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to sublicense to BandPage according to these Terms.

    7. Confirmation of Rights. BandPage and its affiliates reserve the right to demand confirmation from you in writing of all authorizations, licenses, permissions, and consents obtained by you (if any) with respect to any third-party materials embodied in User Content you upload to or transmit through the Service. If you fail to provide us with such confirmation upon request, we and our affiliates reserve the right to remove or deny access to any or all of your User Content available on or through the Service and to suspend or terminate your account with BandPage. We will have no liability to you for any actions taken by us pursuant to this Section.

    8. Portability of User Content. Once you upload or transmit User Content on or through the Service or to us through email for purposes of making the User Content available on or through the Service, we may provide features or functionality that enable you to make your User Content available through Third Party Sites. For example, we may from time to time offer software applications (including widgets and application programming interfaces) that you may place on Third Party Sites or that allow you to transmit or distribute your User Content to Third Party Sites. We may limit in our discretion the amount of your User Content available through such applications.

    9. Representations and Warranties with Respect to User Content. By uploading or transmitting User Content to or through the Service, you hereby represent and warrant to BandPage and its affiliates that (a) you have obtained all necessary rights, permissions, authorizations, licenses, and clearances to grant the licenses and rights set forth in these Terms with respect to such User Content, (b) the Use of such User Content in a manner consistent with these Terms will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require BandPage or its affiliates, or its or their third party syndication partners, to pay any fees of any kind to any third party, including, but not limited to, any sound recording copyright owner, any musical work copyright owner, any PRO (musical work or sound recording), any union, guild, non-featured vocalist or musician, engineer, producer, co-author, record royalty participant or any other person or entity, or any use or re-use fees for the Use of any sound recording or audiovisual work, and (c) your use of the Service and your User Content will comply with all applicable laws, rules and regulations. In addition, if the Service enables you to list items, services or products for sale on or through the Service, you hereby represent and warrant to BandPage and its affiliates that you have obtained all rights, permissions, authorizations, licenses and clearances necessary for you to list and sell such items, services or products and such listings and sales will not infringe the rights of any third party, including copyright, trademark, patent or other intellectual property rights, such as rights of privacy or publicity.

    10. FOR THE AVOIDANCE OF DOUBT, YOU MAY NOT UPLOAD TO OR THROUGH THE SERVICE, WHETHER IN WHOLE OR IN PART, ANY USER CONTENT FOR WHICH YOU DO NOT OWN, CONTROL OR HAVE EXPRESS WRITTEN AUTHORIZATION TO USE. IF YOU UPLOAD CONTENT OWNED BY A THIRD PARTY WITHOUT AUTHORIZATION OR AS OTHERWISE PERMITTED BY LAW, THEN YOU MAY BE SUBJECT TO LIABILITY TO THE THIRD PARTY OWNERS OF SUCH CONTENT AS WELL AS TO BANDPAGE AND ITS AFFILIATES. BANDPAGE MAY ASSIST THIRD PARTIES IN ENFORCING THEIR RIGHTS, WITHOUT ANY LIABILITY TO YOU. BANDPAGE MAY TERMINATE YOUR RIGHT TO USE THE SERVICE FOR A VIOLATION OF THIS SECTION.

    11. Other Inventions and Concepts. You further grant to BandPage a royalty-free license throughout the universe to use, without any payment or accounting to you or any other third party, any concepts, know-how, ideas or inventions that you (and those who act on your behalf) upload or transmit to or through the Service or to us through email.

  6. REGISTRATION

    1. Log In Credentials. You may be required to register and log into the Service with credentials (via the means that we may require) in order to access all or parts of the Service. The Service permits multiple users to have access to the same profile(s) on the Service (e.g., an artist and the artist's manager may both be granted access to the artist's user profile). You are responsible for maintaining the confidentiality of your credentials in order to use the Service, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify BandPage immediately of any unauthorized use of your credentials or any other breach of security with respect to your account.

    2. Accuracy of Information. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by BandPage. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, BandPage reserves the right to terminate your account immediately with or without notice to you and without any liability to you or any third party.

  7. OTHER PROHIBITED ACTIVITIES

    1. In using the Service, you agree not to:

      1. Create a false identity or impersonate another person or entity in any way;

      2. Upload or otherwise transmit to or through the Service any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in any User Content;

      3. Upload or otherwise transmit to or through the Service any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Service or computers of any kind;

      4. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);

      5. Restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person or collect information about users of the Service;

      6. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by BandPage;

      7. Gain unauthorized access to the Service, to other users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;

      8. Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Service, use of the Service, access to the Service or content obtained through the Service, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without BandPage's express written consent:

        1. copying, caching or reformatting any User Content for commercial purposes in any fashion whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Service to alternative delivery formats;
        2. framing, embedding and/or passing off User Content obtained from the Service in such a manner as to present them as originating from a source other than the Service;
        3. altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and
        4. using any trademarks, service marks, design marks, logos, photographs or other content belonging to BandPage or its affiliates or obtained from the Service.
      9. Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;

      10. Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service or any content on the Service, or features that enforce limitations on the use of the Service or any content on the Service;

      11. Use any scraper, spider, robot or other automated means of any kind to access the Service, except and solely to the extent permitted by these Terms and the features of the Service, deep-link to any feature or content on the Service, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;

      12. Interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of such networks or servers;

      13. Violate any applicable federal, state or local laws or regulations or these Terms; or

      14. Assist or permit any persons in engaging in any of the activities described above.

  8. DISCLAIMER REGARDING USER CONTENT

    YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU MAY BE EXPOSED TO USER CONTENT FROM A VARIETY OF SOURCES, AND THAT BANDPAGE IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT ARE INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST BANDPAGE WITH RESPECT THERETO. UNDER NO CIRCUMSTANCES WILL BANDPAGE OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT POSTED, EMAILED, UPLOADED OR OTHERWISE DISPLAYED, PERFORMED OR TRANSMITTED VIA THE SERVICE. BY ACCESSING OR USING ANY USER CONTENT TRANSMITTED ON OR THROUGH THE SERVICE, YOU WAIVE ANY AND ALL CLAIMS AGAINST BANDPAGE AND ITS AFFILIATES THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO SUCH USER CONTENT.

  9. INTELLECTUAL PROPERTY RIGHTS

    1. Generally. The content made available on or through the Service, including without limitation, any text, software, graphics, photos, sounds, music, videos, games and interactive features may be protected by copyright or other intellectual property rights and owned by BandPage, its affiliates or its or their third party licensors of BandPage. You may not copy, reproduce, republish, transmit, or distribute any materials of BandPage, its affiliates or its or their third party licensors without written permission of the applicable rights holder(s).

    2. Trademarks. The trademarks, service marks, logos and trade names on the Service, whether registered or unregistered, may be owned by or licensed to BandPage or its affiliates. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

    3. No Implied Rights. There are no implied licenses granted in these Terms.

  10. LINKS TO THIRD PARTY SITES AND HOSTING SERVICES

    1. As you use the Service you may notice links to Third Party Sites. These links are for convenience only. If you use these links, you will leave the Service. Certain of these Third Party Sites may make use of BandPage intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from BandPage. BandPage is not responsible for the availability or content of these Third Party Sites, or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not BandPage is affiliated with the owners of such Third Party Sites. In addition, the provisioning of links to Third Party Sites is not an endorsement or approval by BandPage of the organizations owning, operating or sponsoring such Third Party Sites, or their products or services. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services. Notwithstanding the immediately preceding sentence, the use of any portion or feature of the Service available on or through a Third Party Site will continue to be subject to these Terms.

    2. YOU AGREE THAT BANDPAGE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE, OR AS THE RESULT OF THE PRESENCE OF ANY THIRD PARTY ADVERTISING ON THE SERVICE.

  11. INDEMNITY

    You agree to indemnify, defend, and hold harmless BandPage and its parent, subsidiaries, affiliates, investors, partners, sublicensees or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, contractors, and assigns and other BandPage users who use any User Content you upload to or make available on or through the Service, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorneys' fees and court costs) arising from or in any way related to: (1) your unauthorized use or misuse of the Service; (2) your User Material, including BandPage's, its affiliates', its and their third party syndication partners' or any user's Use of your User Material consistent with these Terms; (3) your breach or other violation of these Terms, including any representations, warranties and covenants herein; or (4) your violation of the rights of any other person or entity, including, but not limited to, claims that any User Material infringes or violates any third-party intellectual property rights or other proprietary rights, including any claims for the payment of so-called mechanical royalties, synchronization royalties, master use royalties, public performance royalties, or any other royalties claimed by any owner or other party claiming any right in or to all or any portion of any User Material uploaded or transmitted by you on or through the Service. Notwithstanding the foregoing, BandPage reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify BandPage if BandPage, in its reasonable discretion, concludes that you are not adequately protecting BandPage's interests or are incapable of protecting BandPage's interests, and you agree to cooperate with BandPage's defense of these claims. You agree not to settle any matter without the prior written consent from BandPage. BandPage will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

  12. SERVICE DISCLAIMERS

    1. THE SERVICE, USER CONTENT, AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

    2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BANDPAGE AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BANDPAGE, AN EMPLOYEE OR REPRESENTATIVE OF BANDPAGE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. BANDPAGE AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE OR ANY ASSOCIATED SITES OR APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

  13. LIMITATION OF LIABILITY

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL BANDPAGE OR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ANY CONTENT (INCLUDING USER CONTENT) MADE AVAILABLE THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF BANDPAGE OR ITS AFFILIATES OR LICENSORS OR SUPPLIERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT SHALL BANDPAGE OR ITS AFFILIATES OR LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (1) ONE HUNDRED DOLLARS OR (2) THE AMOUNT OF ANY FEES YOU HAVE PAID BANDPAGE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

  14. TERMINATION

    1. Termination by BandPage. BandPage may terminate your use of the Service (including your user account) or any of BandPage's features or services at any time, for any reason or no reason, with or without notice to you. You agree that if your use of the Service is terminated pursuant to these Terms, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. Upon BandPage's termination of your use of the Service, BandPage may delete any of your User Content available on or through the Service and terminate your access to such User Content, without any liability to you. If your account is deleted or your access to the Service is otherwise restricted, you may still have access to certain aspects of the Service (such as on a viewing-only basis), and these Terms will continue to apply to such use.

    2. Termination by You. You are free to remove your User Content or cease your use of the Service at any time, for any reason or no reason, with or without prior notice to BandPage. If you wish to terminate your account, you may do so by sending an e-mail to support@bandpage.com or using any other account termination functionality that may be offered through the Service. If you remove any User Content or terminate your account, the licenses granted by you in these Terms with respect to your User Content affected by such removal or termination will terminate within a commercially reasonable time after such removal or deletion, except where uses of your User Content permitted hereunder require otherwise. For example, such removal or deletion does not require BandPage to remove or recall your User Content from materials, products or services that incorporate your User Content in accordance with these Terms prior to such removal or deletion. Notwithstanding the foregoing, additional policies may apply to BandPage profile removals (including applicable User Content removals).

  15. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENTS

    1. BandPage will terminate a user if, under appropriate circumstances, the user is deemed a "repeat infringer." BandPage reserves the right, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon BandPage's own determination.

    2. Procedure for Reporting Claimed Infringement.

      1. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes your copyright, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

        1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

        2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

        3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BandPage to locate the material;

        4. Information reasonably sufficient to permit BandPage to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

        5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

        6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

      You acknowledge that if you fail to comply with all of the requirements of this Section, your Digital Millennium Copyright Act notice may not be valid.

    3. Designated Agent Contact Information. BandPage's Designated Agent for notices of claimed infringement can be contacted at:

      BandPage, Inc.
      c/o YouTube, LLC
      901 Cherry Ave.
      San Bruno, CA 94066
      USA

      Email: copyright@youtube.com
      Fax: +1 650 872 8513
      Phone: +1 650 214 3010

    4. Counter Notification.

      1. If you receive a notification from BandPage that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide BandPage with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to BandPage's Designated Agent at the contact information above, and include substantially the following information:

        1. Your physical or electronic signature;

        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 access to it was disabled;

        3. A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

        4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

      If a counter-notice is received by BandPage's Designated Agent, BandPage may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed materials or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the person(s) who provided the materials, the removed materials may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at BandPage's sole discretion.

    5. False Notifications of Claimed Infringement and Other Notifications. To the extent permitted under applicable law, BandPage reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law. For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Section 15 should be sent to the Designated Agent at copyright@youtube.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about BandPage, the operation of the Service or any other matter should be sent to support@bandpage.com.

  16. PRIVACY

    Use of the Services are governed by Google's Privacy Policy, which policy is hereby incorporated into these Terms by reference.

  17. GOVERNING LAW & JURISDICTION

    1. The Website and the Service are solely based in the State of California shall be deemed a passive website that does not give rise to personal jurisdiction over BandPage, either specific or general, in jurisdictions other than the State of California. BandPage makes no representation that materials on the Site or through the Service are appropriate or available for use in other locations. Those who choose to access or use the Service from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the contents or practices of the Service are illegal, unauthorized or penalized is strictly prohibited.

    2. These Terms and your use of the Service shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. All disputes arising between you and BandPage under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and you and BandPage hereby submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing provision, you agree that BandPage and its affiliates will still be allowed to apply for injunctive remedies (or other equivalent types of legal remedy) in any jurisdiction.

    3. You and BandPage agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

  18. MISCELLANEOUS

    1. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of BandPage to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

    2. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

    3. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by BandPage without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.

    4. No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BandPage as a result of these Terms or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and BandPage other than pursuant to these Terms.

    5. Survival. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections 3, 4, 5(i), 8, 9, 10, 11, 12, 13, 14, 16 and 17.

    6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

    7. Entire Agreement. This is the entire agreement between you and BandPage relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by BandPage as authorized in these Terms.

    8. Disclosures. The services hereunder are offered by BandPage, Inc., c/o Google Inc., located at 1600 Amphitheatre Parkway, Mountain View, CA 94043. You may contact us by sending correspondence to the foregoing address or by emailing us at support@bandpage.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.


BANDPAGE COPYRIGHTS

Notice and procedure for making claims of copyright or other intellectual property infringements.

  1. BandPage respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.

  2. BandPage's intellectual property policy is to (1) remove material that BandPage believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (2) remove any User Content posted to the Service by "repeat infringers." BandPage considers a "repeat infringer" to be any user that has uploaded User Content to the Service and for whom BandPage has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. BandPage has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon BandPage's own determination.

  3. Procedure for Reporting Claimed Infringement.

    1. If you believe that any content made available on or through the Service has been Used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

      1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

      2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

      3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BandPage to locate the material;

      4. Information reasonably sufficient to permit BandPage to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

      5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

  4. Designated Agent Contact Information. BandPage's Designated Agent for notices of claimed infringement can be contacted at:

    DMCA Notices
    YouTube, LLC
    901 Cherry Ave.
    San Bruno, CA 94066
    USA
    Email: copyright@youtube.com
    Fax: +1 650 872 8513
    Phone: +1 650 214 3010
    Copyright notice form: https://www.youtube.com/copyright_complaint_form

  5. Counter Notification.

    1. If you receive a notification from BandPage that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide BandPage with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to BandPage's Designated Agent through one of the methods identified in Section 17.4, and include substantially the following information:

      1. A physical or electronic signature of the subscriber;

      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 access to it was disabled;

      3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

      4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which BandPage may be found, and that the subscriber will accept service of process from the person who provided notification under Section 17.3 above or an agent of such person.

    A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.

  6. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

    [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [BandPage] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

    17 U.S.C. § 512(f).

    BandPage reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

    For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Section 17 should be sent to the Designated Agent at copyright@youtube.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about BandPage, the operation of the Service or any other matter should be sent to support@bandpage.com.