TERMS OF SERVICE

This is a legal agreement between you and MyIndieMusic Inc (the Company) stating the terms that govern your use of UpAudio.com. This agreement - together with all updates, additional terms, software licenses, and all of UpAudio.com’s rules and policies - collectively constitute the "Agreement" between you and MyIndieMusic Inc. To agree to these terms, click "Agree." If you do not agree to these terms, do not click "Agree," and do not use the service. You must accept and abide by these terms as presented to you. Changes, additions, or deletions are not acceptable, and MyIndieMusic Inc may refuse access to the site for noncompliance with any part of this agreement.

The Site retains the right to cancel or amend this agreement at any time and for any reason.

In the event of any disputes concerning this agreement or any other agreement contained in this Site you expressly and unconditionally acknowledge and agree that New York Law will control and you further acknowledge that by using the Site’s services your are subjecting yourself to the jurisdiction of the Courts of The State of New York.  If for any reason a provision of this agreement is deemed unenforceable or in violation of any law or regulation only that portion shall be omitted and it shall not affect the totality of the agreement.

USER ACCOUNT

As a registered user of the Site, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify the Site of any unauthorized use of your Account or any other breach of security. The Site shall not be responsible for any losses arising out of the unauthorized use of your Account.

You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of MyIndieMusic Inc. Accordingly, in the event that MyIndieMusic Inc changes any part of the Service or discontinues the Service, which MyIndieMusic Inc may do at its election, you acknowledge that you may no longer be able to use products to the same extent as prior to such change or discontinuation, and that MyIndieMusic Inc shall have no liability to you in such case .

The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, Including any information, materials 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. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant the Company a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you.

MyIndieMusic Inc reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.

MyIndieMusic Inc has the right, but not the obligation, to monitor any information and materials 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 the Company in its sole discretion deems appropriate, Including, without limitation,

a. Termination by MyIndieMusic Inc. If you fail, or MyIndieMusic Inc suspects that you have failed, to comply with any of the provisions of this Agreement, Including but not limited to failure to make payment of fees due, failure to provide MyIndieMusic Inc with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Rules or any license to the software, or infringement or other violation of third parties' rights, MyIndieMusic Inc, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and Including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).

b. Termination of the Service. MyIndieMusic Inc reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and MyIndieMusic Inc will not be liable to you or to any third party should it exercise such rights.

TERMS OF UPLOADING

BE ADVISED by accepting these terms and/or uploading any materials to UpAudio.com (the Site) you are agreeing to a legally binding contract between yourself and MyIndieMusic Inc You should carefully read all of these terms along with the Terms of Service and the Privacy Policy of the Site.  These documents affect your rights and you will be held to these terms in the event any disputes arise from your use of the Site.  If you do not understand what your rights and obligations are please consult an attorney, manager or any other qualified representative.  We did.

The Site does not retain or acquire any ownership rights of any audio, video, pictures, lyrics or any and all other files (collectively the Material) submitted by you the user, you retain all ownership rights.  However, the Site does reserve the non-exclusive right to use, display, and transmit any Materials submitted to promote the Site on any and all media, Including but not limited to promotional products, advertising, and presentations that the Site deems from time to time are necessary.  By agreeing to these terms you are expressly authorizing the Site to use this Material in any and all ways the Site deems necessary without the Site Incurring any fees or without the Site owing you, or anyone affiliated with the Material, any royalties for airplay on any and all types of media.

By uploading any Material to this site you are specifically and categorically representing and coveting that you have the absolute right to do so.  That you own the rights, title, and interest in the material or you are expressly authorized to do so by the individual or entity which does possess the rights title and interest in the Material,  that you are eighteen years of age or older and that you are mentally competent to enter into a contractual agreement.  If any disputes to ownership are brought to the Site’s attention the Material will be suspended from the site, you will be notified of the claim and you will be responsible to resolve the claim and show proof to the Site that you have the absolute right to publish the Material on this Site.  If sufficient proof is not provided in a timely fashion the Site reserves the right to take any action we deem fit, Including but not limited to termination of any and all outstanding packages under your account.

You recognize that at any time and for any reason the Site may encounter technical difficulties or cease to function and that the Site shall not be liable to you or anyone else for any disruptions in service.  The Site does however represent that we will attempt to remedy any disruptions or problems as soon as practicable and do everything we can to minimize the length and or breadth of any disruptions.  The site makes no guarantees or warranties as to the effectiveness of the technology or the reach of the audience. 

We provide a space for YOU to sell YOUR Material

The Site does not make any representations regarding the sales of your materials.

SYSTEM REQUIREMENTS

Use of the Service requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

GENERAL COMPLIANCE WITH LAWS

The Service is controlled and operated by MyIndieMusic Inc from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.

ENFORCEMENT OF THESE TERMS

MyIndieMusic Inc reserves the right to takes steps MyIndieMusic Inc believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (Including but not limited to MyIndieMusic Inc’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that MyIndieMusic Inc has the right, without liability to you, to disclose any Registration Data and/or Account Information to law enforcement authorities, government officials, and/or a third party, as MyIndieMusic Inc believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (Including but not limited to MyIndieMusic Inc’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

No Responsibility for Third-Party Materials or Web sites. Certain content, Products, and services available via the Service may Include materials from third parties. In addition, MyIndieMusic Inc may provide links to certain third party Web sites. You acknowledge and agree that MyIndieMusic Inc is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. MyIndieMusic Inc does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that MyIndieMusic Inc is not in any way responsible for any such use by you.

DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS

MyIndieMusic Inc does not guarantee, represent, or warrant that your use of the service will be uninterrupted or error-free, and you agree that from time to time MyIndieMusic Inc may remove the service for indefinite periods of time, or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is solely at your risk. The service and all products and services delivered to you through the service are provided "as is" and "as available" for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you.

In no case shall MyIndieMusic Inc, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, Incidental, punitive, special, or consequential damages arising from your use of any of the services or for any other claim related in any way to your use of the services, 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 (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or Incidental damages, in such states or jurisdictions, MyIndieMusic Inc's liability shall be limited to the extent permitted by law.

MyIndieMusic Inc shall use reasonable efforts to protect information submitted by you in connection with the services, but you acknowledge and agree that your submission of such information is at your sole risk, and MyIndieMusic Inc hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.

MyIndieMusic Inc Does not represent or guarantee that the service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion and MyIndieMusic Inc disclaims any liability relating thereto. You shall be responsible for backing up your own system.

WAIVER AND INDEMNITY

By using the service, you agree to indemnify and hold MyIndieMusic Inc, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this agreement, your use of the service, or any action taken by MyIndieMusic Inc As part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred. This means that you cannot sue or recover any damages from MyIndieMusic Inc, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the service, or to take any other action during the investigation of a suspected violation or as a result of MyIndieMusic Inc's conclusion that a violation of this agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this agreement.

CHANGES

MyIndieMusic Inc reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and Incorporated into this Agreement. Your continued use of the Site following any changes will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

NOTICES

MyIndieMusic Inc may send you notice with respect to the Service by sending an email message to the email address listed in your MyIndieMusic Inc Account contact information, by sending a letter via postal mail to the contact address listed in your MyIndieMusic Inc Account contact information, or by a posting on the Site. Notices shall become effective immediately.

GOVERNING LAW

The laws of the State of New York, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with MyIndieMusic Inc or relating in any way to your use of the Service resides in the courts of the State of New York.

MISCELLANEOUS

These Terms of Service constitute the entire agreement between you and MyIndieMusic Inc and govern your use of the Service, superseding any prior agreements between you and MyIndieMusic Inc You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. MyIndieMusic Inc's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. MyIndieMusic Inc will not be responsible for failures to fulfill any obligations due to causes beyond its control.