Guitar Party Terms of Service
THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF") AND GUITARY PARTY LLC ("OUR," "US," "WE" OR "GUITAR PARTY"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.
1. ACCESS TO THE SERVICE.
Subject to certain limitations as described herein, you are granted the right to access our text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access the digital Content files. Download and use of software content may be subject to an additional license agreement. You must be at least 13 years of age to access the Content. Certain areas and functions of the Service require registration, while other areas and functions do not.
2. YOUR REGISTRATION OBLIGATIONS.
(a) In order to access some features of the Service, you will have to create and register a Guitar Party account. You may never use another's account without permission. When creating your account, you must provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You explicitly consent and authorize us to verify your Registration Data as required for your use of and access to the Service, as applicable. You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates.
(b) A person who completes the registration process for the Service is sometimes referred to herein as a "Registered User". A Registered User may only maintain one active account on Guitar Party. Guitar Party reserves the right to terminate any and all multiple accounts by a single Registered User.
(c) You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We are not liable for any harm caused by or related to the theft of your password, your disclosure of your password, or your authorization to allow another person to access and use the Service using your account. You must notify Guitar Party immediately of any breach of security or unauthorized use of your account. Although Guitar Party will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Guitar Party or others due to such unauthorized use.
(d) You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
(b) COMMUNICATION POLICY. Guitar Party wants everyone to enjoy the Service and has established a specific set of Communication Policy to govern use of the Service. You can find a copy of our Communication Policy at http://www.guitarparty.com/guitar-party-communication-policy/.
4. SERVICE OPERATION.
Guitar Party will make reasonable efforts to keep the Service operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Guitar Party may, from time to time, result in temporary service interruptions. Guitar Party also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that Guitar Party shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
5. ABILITY TO ACCEPT TERMS OF SERVICE.
You affirm that you are either more than 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 of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
6. USER RESTRICTIONS
(a) By using the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised; except, however, that you may print out text-based Tablature and/or Lyrics for your personal, non-commercial use. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods. "Tablature" or "Tabs" means a system of notation using letters, symbols, or other visual cues instead of standard notation to indicate how a musical work is to be played. "Lyrics" means the words of a musical composition.
(b) You may not use or allow others to use, your account and/or the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (1) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (2) violates any law or regulation or the rights of others; (3) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (4) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your account. You also may not use, nor allow others to use, your account, the Service, directly or indirectly, to: (x) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (y) act in a way that affects or reflects negatively on us, the Service, or anyone else; (z) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service.
(c) You are prohibited from violating or attempting to violate the security of the Service, including, without limitation:
(1) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (3) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (4) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
(d) You agree not to use the Service for any commercial uses unless you obtain Guitar Party's prior written approval. Such commercial uses include without limitation (1) the sale of access to the Service; and (2) the sale of advertising, sponsorships, or promotions placed on or within the Service or Content.
7. THIRD PARTY CONTENT PROVIDERS.
In some cases, Guitar Party derives its rights to use the Content offered on the Service from third party content owners, other than Registered Users ("Content Providers") for fixed periods of time. As well, Guitar Party is sometimes required to pull certain Content off the Service for legal reasons. Therefore, certain Content offered or advertised by Guitar Party may not be available when you try to access it, and not all Content is available in all countries or territories.
8. LINKS TO OTHER SITES
9. YOUTUBE POLICY.
Please note that any Content made available on or through the Service which contains or displays the YouTube logo or which is provided via the YouTube player is hosted on YouTube’s servers, and Guitar Party thus does not have the ability to permanently remove all or any such content from YouTube’s servers. Therefore, if you have a complaint concerning any video content made available on the Service that is provided by YouTube, you should contact YouTube directly in accordance with copyright policies at: http://www.youtube.com/t/terms. If you believe that your work is available on the Service via the YouTube player in a way that constitutes copyright infringement, please: (1) contact YouTube directly in accordance with copyright policies at: http://www.youtube.com/t/terms and (2) contact Guitar Party by sending us a notice in accordance with the provisions of Section 12, below.
10. GUITAR PARTY LINKING AND WIDGET POLICY
Any website that links to the Service or on which you include the Guitar Party widget: (1) must not frame, surround, obfuscate or create a browser or border environment around any of the Content of the Service; (2) may link to, but not replicate, the Content of the Service; (3) must not imply that Guitar Party or the Service are endorsing or sponsoring it or its products, unless Guitar Party has given its prior written consent; (4) must not present false information about Guitar Party or its products or services; (5) must not use the Service or trademarks except as expressly permitted in this Agreement or without Guitar Party’s prior written permission; (6) must not contain content that is illegal, obscene or defamatory, or that could be construed as distasteful, offensive or controversial; and (7) must not support, endorse or encourage piracy or the unauthorized exploitation of intellectual property rights. By linking to the Service, you agree that you do and will continue to comply with the Guitar Party Linking and Widget Policy. Notwithstanding anything to the contrary contained in this Agreement, Guitar Party reserves the right to deny permission to link to the Service for any reason in our sole and absolute discretion. Any Guitar Party widget is not provided for commercial use, distribution or exploitation. If you are the operator of a commercial website and would like to link to the Service or include the Guitar Party widget in your website, please contact us by emailing [email protected] Guitar Party reserves the right to remove links or block the Guitar Party widget at any time and for any reason in its absolute discretion.
11. INTELLECTUAL PROPERTY RIGHTS
(a) The Content available through the Service is the property of Guitar Party or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Service may be accessed for your personal, non-commercial use only.
(b) You acknowledge that Guitar Party retains exclusive ownership of the Service and all intellectual property rights associated therewith. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or the Content, and Guitar Party reserves all rights not expressly granted hereunder.
You may not:
- Frame or mirror any part of the Service without our express prior written consent.
- Create a database by systematically downloading and storing all or any Content.
- Copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software.
- Use any robot, spider, rover, scraper, offline readers, site search/retrieval applications or any other data mining technology or automatic or manual process, system or software to monitor, cache, frame, mask, extract data from, copy or distribute the Content (except as may be a result of standard search engine or internet browser usage) or circumvent the navigational structure or presentation of the Service, without the express prior written consent of Guitar Party.
Bypass any measures Guitar Party may use to prevent or restrict access to the Service.
(c) The Guitar Party logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by Guitar Party and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner
(d) You shall promptly notify Guitar Party in writing upon your discovery of any unauthorized use or infringement of the Service or the Content or Guitar Party's patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, Guitar Party may in its sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.
12. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA).
(a) Notice of Copyright Infringement: If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further 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 you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Guitar Party's designated Copyright Agent to receive notifications of claimed infringement is:
Mark A. Pearson
c/o ARC Law Group
1388 Haight St., #101
San Francisco, CA 94117
email: [email protected]
For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Guitar Party customer service through support.guitarparty.com. You acknowledge that if you fail to comply with all of the requirements of this Section 12(a), your DMCA notice may not be valid.
(b) Counter-Notice of Copyright Infringement: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, 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; and
- 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 the Copyright Agent, Guitar Party may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content 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 Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Guitar Party's sole discretion.
The Guitar Party DMCA Policy can also be found at http://www.guitarparty.com/copyright-infringement-notification/.
13. REGISTERED USERS
(a) The Service may, but is not obligated to, offer interactive features that allow Registered Users to, among other things, submit or post Content ("User Generated Content") or links to third party Content on areas of the Service accessible and viewable by other users of the Service and the public. If you are a Registered User, you represent and agree that any use by you of such features, including any User Generated Content or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. Registered Users also further agree to provide accurate and complete information in connection with your submission or posting of any User Generated Content on the Service. "User Generated Content" includes, without limitation, tablatures (text or electronic), reviews, videos, photos, articles, audio files, applications and any other content whether copyrightable or not.
(b) Guitar Party does not claim any ownership rights in User Generated Content that you transmit, submit, display or publish ("post") on, through or in connection with the Service. After posting your User Generated Content on, through or in connection with the Service, you continue to retain any such rights that you may have in your User Generated Content, subject to the limited license herein. By posting any User Generated Content on, through or in connection with the Service, you hereby grant to Guitar Party a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Generated Content solely on, through or in connection with the Service, including, without limitation, through the Service to applications, widgets, websites or mobile, desktop, including, without limitation, distributing part or all of the Service and any User Generated Content included therein, in any media formats and through any media channels, and shall constitute a waiver of any rights, ''moral rights,'' or any similar rights under any jurisdiction.
(c) The license you grant to Guitar Party is non-exclusive (meaning you are free to license your User Generated Content to anyone else in addition to Guitar Party), fully-paid and royalty-free (meaning that Guitar Party is not required to pay you or anyone else deriving rights from you for the use on the Service of the User Generated Content that you post), sublicensable (so that Guitar Party is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Services), perpetual (meaning that no termination of this Agreement will affect the license granted by you), and worldwide (because the Internet and the Services are global in reach).
(d) Guitar Party reserves the right not to post or publish any User Generated Content, and to delete, remove or edit any User Generated Content, at any time in its sole discretion without notice or liability.
(e) Guitar Party has the right, but not the obligation, to monitor any information and User Generated Content submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Guitar Party in its sole discretion deems appropriate.
14. RIGHTS GRANTED TO REGISTERED USERS.
(a) Tablature Rights. Subject to any third party restrictions, Guitar Party grants to Registered Users a nonexclusive right and license, solely in connection with the Service, to (1) create Tablatures based upon the compositions that we have licensed from third party publishers and writers (the "Licensed Compositions"); and (2) reproduce, distribute and display the Tabs (or any portion thereof) on or through the Service.
(b) Lyric Rights. Subject to any third party restrictions, Guitar Party grants to Registered Users a nonexclusive right and license, solely in connection with the Service, to include and display the lyrics of the Licensed Compositions, in whole or in part, in conjunction with the Tabs and independently of the Tabs (the "Lyrics Rights").
(c) Demonstration Rights. Subject to any third party restrictions, Guitar Party grants to Registered Users a nonexclusive right and license, solely in connection with the Service, to (1) record the Licensed Compositions as audio files, (2) record the Licensed Compositions in synchronization with visual images; and (3) perform publicly the Licensed Compositions and any reproductions in conjunction with or in lieu of the Tablatures (collectively the "Demonstration Rights").
(d) The Licensed Composition to Tablature Rights, the Demonstration Rights and the Lyrics Rights as provided hereunder are collectively referred to hereunder as the "Rights Granted." For purposes of clarification and the avoidance of doubt, the Rights Granted are only granted to Registered Users of the Service and not to any other users of or visitors to the Service.
(e) Ownership and Reservation of Rights. Except for the Rights Granted hereunder, and subject to any third party restrictions, the respective Content Providers retain all right, title and interest in and to the Licensed Compositions and nothing in this Agreement shall (or shall be construed to) restrict, impair, transfer, license, convey or otherwise alter or deprive the respective Content Providers of any of their rights or proprietary interests in any intellectual property, content, data, information or any other materials or rights, tangible or intangible.
(a) We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice.
(b) You may terminate this Agreement by ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service.
(c) Termination of this Agreement shall not relieve you of any obligations to pay accrued charges.
16. DISCLAIMER OF WARRANTIES
YOU AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE AND ACCESS TO THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GUITAR PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. GUITAR PARTY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GUITAR PARTY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GUITAR PARTY 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. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL GUITAR PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT GUITAR APRTY SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold Guitar Party harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (1) your breach of, or failure to comply with, the terms and conditions of this Agreement, (2) your use of the Service, and/or (3) the use of the Service by any other person using your account. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
19. CHOICE OF LAW AND CONSENT TO JURISDICTION
The Service shall be deemed a passive website that does not give rise to personal jurisdiction over Guitar Party, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Guitar Party that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California. YOU AND GUITAR PARTY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
20. OBJECTIONABLE MATERIAL
You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that Guitar Party shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that Guitar Party does not guarantee their accuracy.
21. INFORMATION PROVIDED
You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Service is at your sole risk. Guitar Party reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Service, or to deny access to the Service to anyone at any time. You acknowledge and agree that Guitar Party is not responsible for any User Generated Content posted by users of the Service. Prior to making any decisions based on information posted on the Service, you are advised to verify the information. Guitar Party shall not have any liability arising from your acts or decisions based upon the information provided on the Service.
22. OTHER IMPORTANT PROVISIONS
(a) Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 22.
(b) You shall not use the Service in any manner contrary to local, state or federal law. Guitar Party expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.
(c) Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
(d) If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
(e) No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.
(f) You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.
(h) Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
(i) A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
23. CHANGES OR MODIFICATIONS
Last updated June 1, 2012