|This Agreement (the “Agreement”) governs your access and use of MemphisHipHop.com facilities, forums and service (the “Service”). In consideration for your right to access and use the Service, you and MemphisHipHop.com agree as follows:
1. ACCEPTANCE OF TERMS
By clicking “Proceed” or by joining, you agree to be bound by the terms of this Agreement and any modifications made to it in accordance with Section 18 below.
2. THE MemphisHipHop.com SERVICE
The MemphisHipHop.com Service is an online application, enabling businesses and individuals to build, join and participate in discussions about the music business and other things pertaining to the music biz,etc… You understand and agree that the Service is provided “AS-IS” and that MemphisHipHop.com assumes no responsibility for, among other things, (1) any service outages or interruptions (2) the unavailability of particular forums, features or services, (3) the inability to access the Service, (4) the failure or inability to post materials to the Service, (4) the deletion of materials posted to the Service or (5) the failure to store materials posted to the service.
4. CONTENT ACCESSIBLE ON THE SERVICE
The MemphisHipHop.com Service contains a huge variety of information, data, messages, directions, computer programs, pictures, audio/visual works and other materials (the “Content”) that users post. . Please use caution and common sense when viewing MemphisHipHop.com communities. You understand and agree that any Content posted on the Service is the exclusive responsibility of the person who posted or uploaded it, and that you will be solely responsible for any Content that you upload, post, email or otherwise transmit via the Service. You acknowledge that MemphisHipHop.com is not responsible for, does not control, does not endorse and does not verify the Content posted to the Service or available through the service, and that it makes no guarantee regarding the reliability, accuracy, legitimacy or quality of any such Content. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of such Content. Under no circumstances will MemphisHipHop.com be liable in any way to you for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise transmitted via the Service. You acknowledge that MemphisHipHop.com does not pre-screen Content, but agree that MemphisHipHop.com shall have the right (but not the obligation) to access anything you submit or post, and has the right to remove or restrict access to any Content on the Service in its sole discretion and without notice or compensation. Without limiting the foregoing, You acknowledge and agree that MemphisHipHop.com may preserve or disclose any Content if it reasonably believes disclosure is required by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of MemphisHipHop.com, its users and the public.
5. LICENSE GRANTED TO MemphisHipHop.com
You grant MemphisHipHop.com the world-wide, royalty free and non-exclusive license to reproduce, modify, adapt, distribute and publish any Content you post/upload/contribute to the Service, for the purposes of displaying such information on MemphisHipHop.com’s sites and for the promotion and marketing of MemphisHipHop.com’s services. However, MemphisHipHop.com will not resell, attempt to resell, or otherwise convey these rights to any third party without you “the member” permission.
6. USER CONDUCT
You agree to not use the Service to:
(a) violate or solicit the violation of any applicable local, state, national or international law;
(b) infringe the rights of any third party, including but not limited to intellectual property rights and privacy or publicity rights
(c) upload, post, email or otherwise transmit any Content that (1) is unlawful, threatening, abusive, tortious, defamatory, obscene, libelous, or invasive of another’s privacy; (2) consists of instructional information on illegal activities, including, but not limited to, hacking, cracking, and phreaking; (3) violates or infringes in any way upon the proprietary rights of others, including, without limitation, copyrighted software, music, photographs, text, videos or artwork; (4) constitutes pornography, or sexual material of an obscene nature or that violates local, state or national laws; (5) is the private information of another such as their addresses, phone number, Social Security number or credit card number; (6) contains software viruses, Trojan horses 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; or (7) you do not have a right to upload or post due to contractual or other legal obligation.
(d) impersonate any person or entity, including, but not limited to, a MemphisHipHop.com official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(f) interfere with or disrupt the Service, computer servers or forums accessible through the Service;
(g) collect or store personal data about other users;
(h) disseminate off-topic messages on forums promoting any product, service, web site, forum or venture, or promote forums on the Service through unsolicited electronic mail messages to third parties. If you do use the Service to commit any of the above, MemphisHipHop.com may, at its sole discretion. terminate your password, account (or any part of it) or ability to use the Service, and remove and discard any Content within the Service.
7. USE OF FORUMS
In using the Service to make accessible a forum to visitors of your site, you agree to use your best efforts to ensure that individuals posting Content to the forum comply with Paragraph 6 of this Agreement, and agree to take action to remove or disable access to any Content on the forum that violates Paragraph 6 of this Agreement.
8. LIMITATIONS, CONDITIONS AND RULES REGARDING SERVICE
You agree that MemphisHipHop.com may establish, in its sole discretion, any limitations, conditions or rules concerning use of the Service, including, for example, the maximum number of messages a user may post to a given forum or the Service in a given day, the number of days that posted messages will be available, or the maximum size of a given post. Your acknowledge that MemphisHipHop.com has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
9. MODIFICATION AND TERMINATION OF SERVICE
MemphisHipHop.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice. You agree that MemphisHipHop.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You agree that MemphisHipHop.com, in its sole discretion, may terminate your password, account (or any part of it) or ability to use the Service, and remove and discard any Content within the Service, for any reason or for no reason, including, without limitation, for lack of use, or for violating the letter or the spirit of this Agreement. You agree that any termination of your access to the Service may be immediate and without prior notice. You further agree that MemphisHipHop.com shall not be liable to you or any third-party for any termination of your use or ability to access the Service. Specific reasons for such limitation or termination include, but are not limited to the following: (a) using in the registration of your MemphisHipHop.com membership an email account that is not your own or that is or becomes inactive.
(b) reproducing, distributing, republishing or retransmitting material posted by other MemphisHipHop.com members without the prior permission of such members. MemphisHipHop.com reserves the right to take any action it deems necessary with respect to your MemphisHipHop.com or user account if we have reason to believe it may cause us to lose the services of our ISP or suppliers.
10. OTHER WEB SITES AND RESOURCES
Third parties using the Service may provide links or access to other web sites and resources. Because MemphisHipHop.com has no control over such sites and resources, you acknowledge and agree that MemphisHipHop.com is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that MemphisHipHop.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
11. NO RESALE, REDISTRIBUTION OR RE-PURPOSING OF SERVICE OR CONTENT
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, use of the Service, access to the Service or any of the Content accessible through the Service, other than Content as to which you hold the intellectual property rights. To redistribute any content upon MemphisHipHop.com please visit: http://www.MemphisHipHop.com/contact.html for more information.
12. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MemphisHipHop.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. MemphisHipHop.com MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AND USED AT YOUR SOLE| RISK AND DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY BY MemphisHipHop.com.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MemphisHipHop.com SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MemphisHipHop.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
14. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
You agree to indemnify and hold MemphisHipHop.com, and its subsidiaries, affiliates, officers, agents, employees, and contractors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the law, this Agreement or the rights of another.
Notices to you may be made via either email or regular mail. MemphisHipHop.com may also provide notices of changes to this Agreement or the Service by displaying notices or links to notices to you generally on the Service.
17. LEGAL DISPUTES
This Agreement and your relationship with MemphisHipHop.com shall be governed by the laws of the State of Tennessee without regard to its conflict of law provisions. You and MemphisHipHop.com agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Memphis,TN, USA agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
We may amend this Agreement at any time by posting the amended terms on our site at http://www.MemphisHipHop.com.com/terms.html. All amendments shall automatically be effective 30 days after they are initially posted on our site. Your use of the Service following the effective date of any modifications shall constitute your binding acceptance of those modifications. This Agreement may not be otherwise amended except in a writing signed by an officer of MemphisHipHop.com. This agreement was last modified on __________. [Alternatively, you can modify the agreement by presenting users with a pop-up window in the same way you will present this agreement. This would be preferable, but obviously more intrusive]
This Agreement constitutes the entire agreement between you and MemphisHipHop.com with respect to the Service and supersedes all prior agreements and understandings between you and MemphisHipHop.com. MemphisHipHop.com’s failure to enforce any provision of this agreement will not be construed as a waiver of any provision or right. In the event that a portion of this agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Paragraphs 12, 13, 14, 15 and 17 of this Agreement shall survive any termination of the Agreement. If you are a Tennesse resident, you may have a copy of this Agreement sent to you.
20. OFFICIAL LANGUAGE – ENGLISH
This AGREEMENT AND THE MemphisHipHop.com site is developed in English and MAY BE translated into other languages. TO THE EXTENT A TRANSLATION OF THE AGREEMENT OR THE SITE IS PROVIDED, IT IS AFFORDED AS a convenience only. For all purposes, only the English VERSION OF THIS AGREEMENT, AND THE ENGLISH VERSIONS OF THE MemphisHipHop.com SITE SHALL BE OFFICIAL AND BINDING ON THE PARTIES. MemphisHipHop.com, Inc. is not responsible for the accuracy and correctness of the translation. You are solely responsible to carefully read AND UNDERSTAND the English text and YOU AGREE THAT YOU MAY NOT RELY on translations provided AS OFFICIAL DOCUMENTS OR REPRESENTATIONS.