Terms and Conditions

AUDIMATED
WWW.AUDIMATED.COM
TERMS & CONDITIONS

Updated March 18, 2010

Please read the following general website Terms and Conditions (these "T&Cs" or “Agreement”) carefully before accessing the www.audimated.com website (the “Site”), before registering with or opening a membership account on the Site ("Account"), making a purchase on the Site or using the various Services we provide, as defined below, so that you are aware of your legal rights and obligations with respect to the Site or Equity Music Inc. and any of its affiliates, parents and subsidiaries (individually and collectively, "we," "us," “our” or "EM").  

IMPORTANT INFORMATION TO NOTE:
o    YOU AFFIRM THAT YOU ARE EITHER AT LEAST 18 YEARS OF AGE, 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 T&Cs, AND TO ABIDE BY AND COMPLY WITH THESE T&Cs. IN ANY CASE, YOU AFFIRM THAT YOU ARE OVER THE AGE OF 13, AS THE SITE IS NOT INTENDED FOR CHILDREN 13 YEARS OF AGE OR UNDER. IF YOU ARE 13 YEARS OF AGE OR UNDER, YOU ARE NOT ALLOWED TO USE OR EVEN ACCESS THE SITE AND/OR THE SERVICES OR TO CREATE AN ACCOUNT.

o    OUR BUSINESS CHANGES CONSTANTLY, AS DO OUR PRIVACY POLICY AND ANY RULES AND REGULATIONS POSTED ON THE SITE, INCLUDING THESE T&CS.  WE MAY OR MAY NOT E-MAIL OR IN OTHER WAYS PROVIDE YOU WITH PERIODIC REMINDERS OF CHANGES TO OUR POLICIES, BUT IT IS YOUR EXPRESSED OBLIGATION TO CHECK THE SITE FREQUENTLY TO SEE IF THERE ARE ANY RECENT CHANGES TO ANY OF OUR POLICIES OR THESE T&CS. WE RESERVE THE RIGHT TO REVISE THESE T&CS AT ANY TIME WITHOUT PROVIDING NOTICE TO ITS CUSTOMERS AND/OR USERS. YOUR CONTINUED USE OF THE SITE, THE SERVICES (AS HEREINAFTER DEFINED) AND/OR YOUR ACCOUNT SHALL BE DEEMED AN IRREVOCABLE ACCEPTANCE OF ANY SUCH REVISIONS.

o    ANY CONTROVERSY, CLAIM, DEMAND OR DISPUTE ARISING OUT OF OR IN RELATION TO ANY PORTION OF THIS AGREEMENT, OR THE BREACH THEREOF, MUST BE RESOLVED BY A COURT LOCATED IN MIAMI-DADE COUNTY, FLORIDA EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION OPTION SECTION (SEE SECTION BELOW AND WWW.ADR.ORG FOR FURTHER DETAILS).  

o    BY CREATING AN ACCOUNT AT THE SITE, YOU AGREE TO RECEIVE FREE CONTENT AND/OR PROMOTIONAL OFFERS FROM US.

o    USER/VISITOR/CUSTOMER ACCESS TO THE SITE IS VOID AND UNAUTHORIZED WHERE PROHIBITED BY APPLICABLE LAW OR REGULATION.

1.    Description of the Site: The Site directly promotes and permits its Users to promote digital content, such as sound recordings, videos and ring tones as well as promotional products and merchandise (“Products”) produced by, related to, promoted by or featuring various music artists (“Artists”). The Site enables its users, members or visitors (“Users”) to purchase, rent or license (as applicable) Products, under certain terms and conditions as set forth in the T&Cs. The Site also allows Users to network, socialize and communicate with other users based on mutual or expressed interests in various featured music artists, geographic location or musical genre. All activities and capabilities offered by or through the Site shall individually and collectively be referred to as “Services”. Users of the Site may, where and if available, submit any photograph(s), video(s), image(s), text, rating, opinions and/or comment(s) or other content to the Site (“Submission(s)”).
We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.

2.    The Site:  These T&Cs apply to all Users of the Site.  The Site includes proprietary and third party information, including but not limited to all products, pictures, reviews, labels and other information supplements, in textual, visual, audio, video and/or other digital formats offered via the Site.  

3.    Registration: In order to have access to certain features of the Site, you may be required to create an Account.  You may never use someone else’s Account. When creating an Account with the Site, you agree to provide accurate, current and complete information about yourself ("Registration Data") as prompted by our registration form. Registration Data may include your e-mail address, user name, password, shipping address, billing address and credit card information. You also represent that we may rely on your Registration Data as accurate, current and complete. You agree to maintain and update your Registration Data to keep it accurate, current and complete. We reserve the right, in our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive and/or incomplete Registration Data.

4.     Username and Password: As part of the registration process, you will be asked to select a username and password. We may refuse to grant to you any username, which in our sole and absolute discretion, is deemed to be invalid. Invalid usernames include, but are not limited to, usernames that are fashioned to impersonate another person, are protected by trademark law or other proprietary rights, are vulgar or otherwise offensive or those that may cause confusion. These are only some examples of invalid usernames and we reserve the sole right, at our own discretion, to deem any username invalid at any time both during and after registration.  
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME, PASSWORD AND ANY AND ALL PURCHASES, COMMUNICATIONS AND OTHER ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. YOU AGREE NOT TO TRANSFER, SELL OR RESELL YOUR USERNAME AND/OR PASSWORD, OR OTHERWISE PROVIDE ACCESS TO THE SITE, THROUGH THE USE OF YOUR USERNAME AND PASSWORD, TO ANY THIRD PARTY.
If you have reason to believe that your Account is no longer secure, you must promptly change your password by updating your Account information and immediately notify us of same by e-mailing us at info@audimated.com.

5.    Eligibility: All Users of the Site must be either eighteen (18) years of age or older, an emancipated minor, or possess the necessary legal parental or guardian consent to enter into these T&Cs. This Site and its Services were designed for Users who are legal residents of the United States and its territories. Users from other countries are advised not to disclose personal information unless they consent to having their information used as set forth in this Site's Privacy Policy rather than under the law of User's home country. Usage of the Services is void where prohibited.

6.    License of Products. Some Products, including music and ringtones, available through the Site, are licensed, not sold, to you. Some of these Products were developed by the Artists while others by EM. Your license to and usage of each Product that you obtain through the Site is subject to the following rules:
(a)    Your use of the Products is conditioned upon your prior acceptance of the terms of this Agreement.
(b)    Except as provided in accordance with the Affiliate Program below, you shall be authorized to use the Products only for personal, noncommercial use.
(c)    You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Products.
(d)    Except as provided in accordance with the Affiliate Program below, the delivery of Products does not transfer to you any commercial or promotional use rights in the Products.

7.    Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate a User’s access to the Site or our Services, for any reason, including but not limited to violations of these T&Cs. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration or purchase. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to Sections 8, 11, 12, 15, 16, 17 & 20 of these T&Cs shall survive any termination or the cancellation of Account.
Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.

8.      Quantity.  We reserve the right to set quantity-per-order limits on any and all items sold or licensed on this Site. We may also limit the item quantity available to any single person or household over a given period of time. These restrictions may be applied to orders using the same credit card or billing or shipping address.

9.      Use of Content on Site:  All information provided on the Site is accurate at the time of publication. Please note that we may display an image of only one of the sizes of a product, as images for all sizes may not be available.
Users may submit or post personal reviews and rankings on Products listed on the Site. The information listed, uploaded, posted or made available by Users of the Site are those of the respective Users and not of EM, and should not necessarily be relied upon. Such Users are solely responsible for the accuracy, completeness or usefulness of such content.  EM does not guarantee the accuracy, completeness or usefulness of any information made available by Users on the Site and neither adopts, endorses, nor is responsible for the accuracy, completeness or reliability of any opinion, advice or statement made on the Site. The Users understand and agree that EM will not be responsible for, and Users hereby agree to hold EM harmless from, any and all loss or damage resulting from anyone's reliance on information or other content posted on the Site by other Users of the Site.  You may access such information solely:
·    For your general entertainment, information and personal use; and
·    As intended through the normal functionality of the Site.  

10.    Users’ Submissions and Comments. This section governs the Submission of any photograph(s), audio, video(s), image(s), text and/or comment(s) or other content to the Site.  As Users of the Site you may make Submissions.  Customers agree that whether published or not, EM does not guarantee the confidentiality of their Submissions. EM does not condone or tolerate the submission of illegal and/or inappropriate content. By posting your Submissions, or attempting to post your Submissions, you hereby agree, and are fully subject, to these content terms ("Content Terms"). These Content Terms govern each and every Submission that you post to the Site. In consideration for posting your Submissions to the Site, you represent, warrant and agree that:
a)    You are eighteen (18) years of age or older, an emancipated minor, or possess the necessary legal parental or guardian consent to enter into these T&Cs;
b)    You are the individual identified in the Submissions or, if the Submissions identify other individual(s), that you have previously obtained from the individual(s) identified, and/or their authorized representatives, the written permission and consent for such use, publication and/or display. You further agree that you will provide to EM with a copy of such written permission and consent upon request. Submissions which identify or contain photographs/images of third parties does not create any type of agreement whatsoever between EM and said third parties as there are no third party beneficiaries to these T&Cs or to the Privacy Policy;
c)    The Submissions do not contain obscene material, as defined under Federal Law, including, without limitation, violence, other illegal activities and/or contraband;
d)    You have full rights to use and dispose of any rights including, without limitation, any and all copyrights, associated with the Submissions;
e)    No other party has any rights, including intellectual property rights, to the Submissions;
f)    You hereby grant EM, its parents, subsidiaries, affiliates and/or assigns a non-exclusive, unlimited, worldwide, fully paid, irrevocable license to copyright, edit, copy, use, destroy and/or publish the Submissions as permitted by these T&Cs and our Privacy Policy.  This license shall permit and include the usage of Submissions in any advertisements in any media or form. This section shall survive any termination of the Agreement.
g)    EM may, in its sole and absolute discretion, choose to screen Submissions and reject any Submissions for any reason, or no reason, whatsoever;
h)    You waive any right that you may have to inspect and/or approve any finished product or copy using and/or incorporating the Submissions, or the use to which the Submissions may be applied;
i)    EM may include or add editorial copy and/or other writings or graphics with the Submissions;
j)    You are subject to any other guidelines and/or rules and regulations that may appear at the Site; and
k)    Except as provided in accordance with the Affiliate Program below, neither you nor anyone else will receive, either now or in the future, any compensation from anyone, for the Submissions.

11.     Online Conduct: You are solely responsible for the Submissions and/or other information that you publish, transmit and/or post on the Site, including the Registration Data. You agree to use the Site in a manner consistent with any and all applicable laws and regulations as they now exist or may herein after be promulgated. You agree not to:
a)    post, or attempt to post, any text, audio, photographs, videos or other images containing offensive and/or confidential information;
b)    impersonate any person or entity;
c)    "stalk" or otherwise harass any person via the Site;
d)    engage in advertising to, or solicitation of, other Customers and/or users to buy or sell any products or services through the Site (except as explicitly permitted to Affiliates);
e)    transmit any chain letters, spam or junk e-mail to other Users;
f)    express or imply, without our specific, prior, written consent that any statements you make are endorsed by EM;
g)    harvest or collect personal information about other Users, whether or not for commercial purposes, without their express consent;
h)    use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
i)    post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of EM or the owner of such proprietary rights;
j)    to access Submissions or the Site through any technology or means other than through the means provided on the Site themselves or other explicitly authorized means EM may designate;
k)    remove any copyright, trademark or other proprietary rights notices contained on the Site;
l)    interfere with or disrupt the Site, or the servers and/or networks connected to the Site;
m)    post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
n)    forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
o)    "frame" or "mirror" any part of the Site, without our specific, prior written authorization;
p)    use metatags, code or other devices containing any reference to EM or the Site in order to direct any person to any other website for any purpose; and/or modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site or cause others to do so; and
q)    to use the Site, including any tools or technologies made available therein, for any commercial purpose, without the prior written consent of EM.  Prohibited commercial uses include any of the following actions taken without EM’s express consent: (i) sale of access to the Site or its related Services on another website (except as explicitly permitted to Affiliates); and/or (ii) use of the Site or its related Services, for the primary purpose of gaining advertisements or subscription revenue.
EM reserves the right, but has no obligation, to reject any Account or Submission that does not comply, in EM’s sole and absolute discretion, with these prohibitions. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of these T&Cs and may result in the immediate termination of your Account pursuant to the terms of these T&Cs.  EM reserves the right to pursue any and all legal remedies against Users who engage in any of the aforementioned prohibited conduct.
However, in any event, EM assumes no responsibility for the conduct of other Users of the Site.

12.    License Grant: As a User of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site (and its associated content) and/or Services in accordance with this Agreement. We retain the right to terminate this license, without notice, in our sole and absolute discretion, at any time for any reason whatsoever.  We also reserve any rights not explicitly granted in these T&Cs.    

13.     Proprietary Rights of Content: The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us or the Artists, subject to copyright and other intellectual property rights. Except as explicitly granted to you as an Affiliate, the copying, redistribution or publication by you of any part of the Site and Services is strictly prohibited. You do not acquire ownership rights to any Content, Marks, Services or other materials viewed at, on or through the Site and Services. The posting of information or material at or on the Site by us or the Artists does not constitute a waiver of any right in such information and materials.  

14.    Digital Millennium Copyright Act
a)    If you are a copyright owner or an agent thereof and believe that any Submissions or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for more detail):
·    A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
·    Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
·    Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
·    Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
·    A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
·    A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
EM’s designated Copyright Agent to receive notifications of claimed infringement is:

Copyright Agent c/o
Equity Music Inc.
3346 SW 25th Street
Miami, FL, 33133
copyright@audimated.com

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.  
b)    Counter-Notice.  If you believe that your Submissions that were removed (or to which access has been disabled) were not infringing or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your Submissions, you may
send a counter-notice containing the following information to the Copyright Agent:
·    Your physical or electronic signature;
·    Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
·    A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
·    Your name, address, telephone number, and e-mail address;
·    a statement that you consent to the jurisdiction of the federal court in Miami-Dade, Florida; and
·    a statement that you will accept service of process from the person who provided notification of the alleged infringement.

15.  Affiliate Program.  For the purpose of this Agreement, an Affiliate shall be defined as a User who promotes, markets or otherwise advertises ("Promote" or a "Promotion") a Product which is registered for sale, rent or license (“Sale” or “Sell”) on the Site to other potential Users, for the purpose of earning a percentage of the Sale price on any Product sold as a result of such Promotion ("Commissions"). A Commission shall be earned in accordance with the following terms:

(a)    Commission shall only be paid out to Affiliates for Sales tracked by an Affiliate Code. If you choose to become an Affiliate, you must receive an Affiliate Code (aka Coupon Code or Identification Code) that shall be personalized to you.
(b)    An Affiliate Code shall track Sales resulting from the Promotion by a User of a specific Product or an Artist. A User shall earn a Commission whenever his Affiliate Code is used by other Users (“Direct Affiliate”) in the purchase, rent or license (“Purchase”) of a Product. For example, User A who Promotes a specific song by an Artist shall earn a Commission in the event User B uses User A’s Affiliate Code in the Purchase of the song.
(c)    Moreover, Commissions may be earned by Users whose Affiliate Code is later promoted by other Users for further Sale of that particular Product or Artist (“Downline Affiliate”). For example, based on the above example, if User B Promotes the song first promoted to him by User A to Users C & D, both Users A & B shall earn a Commission in the event Users C & D purchase the song Promoted or any other Product of that particular Promoted Artist.
(d)    A User may earn a Commission from no more than five Users downline by level from him/her. Based on the example above relative to User A, User B is a level 1 Downline Affiliate and Users C & D are level 2 Downline Affiliates.
(e)    The exact Commission to be earned by an Affiliate, whether direct or downline, shall be determined by the Artists in their sole and absolute discretion and as calculated in accordance with the payment terms outlined and posted by EM or the Artist in each Product and/or Artist’s offer on the Site.
(f)    Commissions will be paid to the Affiliate only following receipt by EM of payment for Sale and reporting by EM’s own internal computer system.
(g)    You may request to cash out your Commissions (“Cash Out”) at anytime after the Commission is posted to your Affiliate Account. A Cash Out must be for no less than $5.00 per transaction. A Cash Out will be made using any credit card (e.g. PayPal) or banking facility as indicated by EM and subject to change from time to time at our sole and absolute discretion. The above not withstanding, EM may, in its sole and absolute discretion, force a cash out of your Commissions at any time.
(h)    Commissions credited to your Account do not accrue interest.
(i)    Only Commissions in excess of $0.05 shall be deemed earned and credited to your Account.
(j)    You understand that the Commission amount may be changed at any time. You are responsible for determining if the Commission for an Affiliate Code you are Promoting has changed or been discontinued.
(k)    There is no cost to being an Affiliate. You may decide to spend money on your promotional efforts, such as paid advertising, but this is entirely up to you.
(l)    As an Affiliate, you agree, acknowledge, represent and warrant that:
a.    It is you absolute responsibility to test your Affiliate Code and campaigns regularly to ensure they’re working properly. EM shall not be responsible for any and all errors, mistakes or omissions associated with improperly working Affiliate Codes and campaigns.
b.    Self-referrals for Affiliate accounts are strictly prohibited.
c.    EM shall have the sole right and responsibility for processing all Purchases. Affiliate acknowledges that all agreements relating to Sales shall be between EM and the User.
d.    All determinations of whether a Commission is payable to a User, Direct Affiliate or a Downline Affiliate will be made by EM and will be final and binding on the Affiliate.
e.    You will not suggest or imply any warranty or other policy with respect to any Products other than EM’s written policies;
f.    You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right ("IP Rights").
g.    You will not interfere with or undermine EM’s tracking of Commissions;
h.    All communications and/or representations made by you in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with your country's laws and all U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTCs endorsement rules.
i.    You will not offer, suggest or imply the availability of any rebates, coupons, tickets, vouchers or similar incentives to induce or encourage the purchase of a Product.
j.    If you send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection with the Direct or Downline Affiliate Promotion or Sale of any Product, then you agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations.
k.    You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with any business operations as EM’s Affiliate.
l.    You agree and acknowledge that EM, in its sole discretion, may suspend your Account(s) or hold any or all funds in you’re a Affiliate Account if EM suspects or has reason to believe and/or if a person otherwise claims that you have been involved with any of the following:
i.    Illegal activity, including but not limited to, fraud, spam or other illicit commercial activities or any other activity which violates any federal, state, local or foreign law whether currently in effect or hereafter enacted or amended ("Law");
ii.    Violation or infringement of any person's rights, including without limitation, any IP Rights;
iii.    Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection and commercial activities;
iv.    A breach of any term of this Agreement or otherwise violating EM’s rules or policies or interfering with EM's business.
m.    Misconduct: Following the suspension of an Account or holding of funds EM may review your Account in any manner decided by EM at its sole discretion. EM may seize and/or retain funds in your Account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to EM. You agree and acknowledge that EM may also pursue other remedies as allowed by law.

16.     Privacy: Your privacy is very important to us.  To better protect your rights, we have provided you with our Privacy Policy, which may change from time to time, without notice, to explain our privacy practices. To read our Privacy Policy, please use the link provided on the Site’s home page.

17.     Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a "Covered Party"), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.

18.     Warranties: You expressly agree that access and/or use of the Site and/or Services is at your sole risk. The Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and/or Services may contain bugs, errors, problems or other limitations.
We and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.
The negation of damages set forth above is a fundamental element of the basis of the bargain between us and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site and/or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement.  We are not responsible to you and/or any third party, without limitation, for: 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of, User communications; 2) the conduct of any User, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another's rights, including intellectual property rights.
You agree that EM is not the publisher of Submissions found on the Site and, as such, shall not be liable for damages arising there from including, without limitation, any and all criminal and/or civil liability.
EM shall not be liable to you for any Services, goods and/or information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your membership and to discontinue use of the Site and Services.

19.     Third-party Websites:  The Site may contain links to other websites owned and operated by EM, as well as links, banner advertisements, pop-ups and/or other online methods to redirect you to other third party websites not owned or controlled by EM.  EM has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third party site.  By using the Site, you expressly relieve EM from any and all liability arising from your use of any third party website.  Furthermore, EM does not endorse, and is not responsible or liable for, any content, advertising, services, products and/or other materials at or available through such third party websites or resources, or for any damages and/or losses arising there from.
Accordingly, you are encouraged to be aware when you leave the Site and to read the terms and conditions and privacy policies of each other website that you visit.  You will bound by the terms and conditions, policy policies, and rules and regulations of any EM or third party website you access through the Site.  

20.     Any and all Purchases are final. Any and all language on the Site not withstanding, no returns shall be accepted nor any credits/refunds shall be issued for any Purchase made for Products or Services.

21.    Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement.
You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders and/or warrants without prior notice to you.

22.     Dispute Resolution:  If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and us agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to info@audimated.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Choice of Law and Forum - This Agreement shall be treated as though it were executed and performed in Miami, Florida and shall be governed in all respects by the laws of the State of Florida without regard to conflict of law provisions. You agree that any Claim or dispute you may have against us must be resolved by a court located in Miami-Dade County, Florida, except as otherwise agreed by the parties or as described in the Arbitration Option section below. You agree to submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such Claims or disputes.
Arbitration Option - 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, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims - All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys' fees and costs up to $1000, provided that we notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.  

23.     Legal Warning: Any attempt by any individual, whether a user or Customers or otherwise, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site and/or Services, is a violation of criminal and civil law and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

24.     Contact Us:

Equity Music Inc.
3346 SW 25th Street
Miami, FL, 33133
info@audimated.com