MIXEDMP3 Terms and Condition

MixedMP3
TERMS AND CONDITIONS

This document (the "Agreement") is a legal contract between you and Mirror Immage Entertainment ("Mirror Immage") that governs your use of MixedMP3's online music services available at www.mixedmp3.com ("Service"). The terms below will apply to you if you use the "MixedMP3" download service (the "Download Service”).

NOTICE
Mirror Immage may from time to time modify these terms and post a copy of the amended Agreement at http://www.mixedmp3.com/use.htm. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service or if applicable, cancel your Download Service subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

AGE REQUIREMENT
You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 years of age but at least 13 years of age, you must present this Agreement to your parent or legal guardian and he or she must review this Agreement and send an e-mail to support@mixedmp3.com that acknowledges his or her consent to enter into this Agreement on your behalf. Children under the age of 13 may not register for or use this Service and parents or legal guardians may not register on their behalf. By using the Service you are indicating your acceptance to this Agreement, you represent that (i) you have read, understood and agree to be bound by this agreement and (ii) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not attempt to access the Service.

DESCRIPTION OF SERVICE
The Service allows you to listen to Samples (as defined below) and obtain downloads of sound recordings ("Mixed Tracks") and related digital content("Materials"). You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses (a) to connect to or use the Internet, and/or (b) to use any Materials. The Service, the Mixed Tracks and/or the Materials (including any Mirror Immage promotional offers or codes redeemable for the Service, the Mixed Tracks and/or the Materials) are only for your personal, non-commercial use and are non-transferable (except as otherwise expressly authorized by Mirror Immage).

USE OF SERVICE, SOFTWARE, MIXED TRACKS AND MATERIALS
Software: All software made available by Mirror Immage on or through the Service are protected by intellectual property laws and your use of them is governed by this Agreement as well as any applicable end-user license agreements.

Mixed Tracks and Materials: The Mixed Tracks and Materials are owned by Mirror Immage, its business partners, affiliates and/or licensors, as applicable and are protected by intellectual property laws. You agree that the content rights holders that license their musical or other content to Mirror Immage for use in the Service are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You understand that your use of the Mixed Tracks and Materials is subject to the Usage Rules discussed below. You may not authorize, encourage or allow any Mixed Tracks or Materials, related to the Service, used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Mirror Immage promptly of any such unauthorized use(s).

Usage Rules: Your access to and/or use of any Mixed Track(s) will be limited by the rules assigned to the Mixed Track(s) by Mirror Immage ("Usage Rules") and described in this section. You may not attempt (or support others' attempts) to circumvent, reverse engineer, decrypt or otherwise alter or interfere with any Usage Rules or Mixed Track(s). Mirror Immage reserves the rights to modify the Usage Rules at any time.

A "Sample" is a portion of a Mixed Track or, in some cases, an entire Mixed Track or promotional music video that you can play (and, if applicable, view) directly from and while you are logged on to the Service on a promotional basis at no cost to you. You may play as many Samples as you like. You may not attempt (or support other's attempts) to capture, copy or download a Sample.

A "Purchased Track" is a Mixed Track that you may (1) save to the hard drives of up to four(4) of your personal computers and play back at any time, (2) burn to a CD and/or (3) transfer to compatible portable device. Any security technology that is provided with a Purchased Track is an inseparable part of it. If you have Purchased Tracks, it is your responsibility not to lose, destroy or damage them. Mirror Immage shall have no liability to you in the event of any such loss, destruction or damage. You may purchase Mixed Tracks on an individual basis.

If you have received a valid promotional code or gift certificate for MixedMP3, you should follow the instructions that you received with such promotion to redeem that code or gift. If you have properly inputted a valid promotional offer, your account will be credited for the applicable amount of Mixed Tracks (or, to access an applicable Download Service membership). MixedMP3 promotional offers and gifts are certificates subject to any expiration dates that may be messaged with the offer and are not redeemable for cash (and any unused portion may not be returned for cash or any other value). In addition, from the time that you redeem your promotional code or gift certificate, you will have up to one year to use the credit(s) that you have redeemed towards Mixed Track(s) purchases. After one year, your credits will expire.

Mirror Immage has the right to request alternative forms of payment and/or close customer accounts if a fraudulently obtained promotional offer or gift certificate is presented.

You may burn each Purchased Track to a CD an unlimited number of times, but may only burn each Purchased Track up to ten (10) times as part of any particular playlist of songs. A "playlist" is a discrete group of Purchased Tracks that are arranged together in a particular order. Once you have burned a Purchased Track to CD, you agree not to copy, distribute or transfer the track from that CD to any other media or device. You may transfer a Purchased Track an unlimited number of times to up to three (3) portable devices that are compatible with the Service's Usage Rules and security requirements. Once you have transferred a Purchased Track to a compatible portable device, you agree not to copy, distribute or transfer it from that device to any other media or device. You may be required to register your portable device with Mirror Immage.

The burning or transfer capabilities provided for herein shall not operate to waive or limit any rights of the copyright owners in the Mixed Track(s) or Materials or any works embodied in them.

All rights not expressly granted to you in this Agreement are reserved to Mirror Immage and/or its licensors.

Loss of Rights by Mirror Immage: Mirror Immage may at any time lose the right to make certain Mixed Tracks and/or Materials available. In such event, you will no longer be able to obtain these Mixed Tracks and/or Materials.

Delivery of Products: On occassion, technical problems may delay or prevent delivery of Purchased Tracks and Materials to you. Your sole remedy with respect to Purchased Tracks and any Material that are not delivered will be either replacement of such products or refund of the price paid for such content, at Mirror Immage's discretion.

Customer Support: Please direct any questions concerning the Service, billing and/or Usage Rules to a Mirror Immage customer service representative by visiting www.mixedmp3.com/support.

Gifting: You may use the Gift Certificate functionality to gift Mixed Tracks. After you click the "Buy Now" button and purchase the gift certificate, the gift that you have purchased will be e-mailed to the address that you provided and your billing payment method will immediately be charged for the value of the gift. This charge will be seperate from any membership or any credits for Mixed Tracks that you have previously purchased. Gift Certificates are not refundable, exchangeable or cancelable once purchased. MixedMP3 gift certificates can be redeemed within one year from purchase. The foregoing expiration does not apply to resients of CA, CT, HI, LA, MA, ME, NT, NH, NJ, OH, OK, RI, VT or WA and anywhere else where expiration is prohibited by law.

CHARGES / BILLING

Agreement to Pay: You agree to pay for all Mixed Tracks and Materials that you purchase through the Service and Mirror Immage may charge your billing payment method for any such payment(s). Mirror Immage may, in its discretion, post charges to your billing payment method individually or may aggregate your charges with other purchases you make on the Service. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the billing payment method you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that with Mirror Immage.

Right to Change Prices: All prices for products within the Service are subject to change by Mirror Immage at any time.

Taxes: Prices quoted are generally inclusive of any applicable taxes, including sales tax. Mirror Immage reserves the right to change this policy at any time.

Electronic Contracts: You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Mirror Immage shall not be responsible or liable to you for the products or services purchased.

EXPLICIT CONTENT

Certain tracks may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at www.riaa.com/parentaladvisory.php). The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All tracks from such labeled albums will be labeled as "explicit" within the Service ("Explicit Tracks"). Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. Mirror Immage shall have no liability or responsibility to you for any content or materials, including Explicit Tracks, that may be available in connection with the Service that you might find objectionable.

COPYRIGHT INFORMATION

General: As noted above, the Service, the Mixed Tracks and the Materials contain and/or comprise of copyrighted or other proprietary subject matter and your use of them is governed by this Agreement, certain end-user license agreements and applicable law.

Notices: Mirror Immage respects the intellectual property rights of others and it expects you to do the same. If you know of or suspect that any use of the Service, Mixed Tracks and/or Materials constitutes copyright infringement, please send a notice to MixedMP3 Customer Support by visiting www.mixedmp3.com/support. The notice must contain all of the information set forth in Section 512(c)(3)(A) of the U.S. Copyright Act, 17 U.S.C. $ 101 et seq.

PATENT AND TRADEMARK

All trademarks, service marks, trade names, slogans, logos and other indicia of origin that appear on or in connection with the Service are the property of Mirror Immage and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

VIOLATION OF INTELLECTUAL PROPERTY RIGHTS

If Mirror Immage receives a notice alleging that you have engaged in behavior that infringes Mirror Immage's or other's intellectual property rights or reasonably suspects the same, Mirror Immage may suspend or terminate your account without notice to you. If Mirror Immage suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

PROMOTIONS AND ADVERTISING

Mirror Immage and/or its business partners may present advertisements or promotional materials on or through the Service. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with or participation in promotions of any third-party advertisers on or through the Service are solely between you and such third-party. You agree that Mirror Immage shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-parties on the Service.

LINKS TO THIRD-PARTY SITES

The Service may present links to third-party websites not owned or operated by Mirror Immage. Mirror Immage is not responsible for the availability of these sites or their contents. You agree that Mirror Immage is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.

MODIFICATIONS TO SERVICE

Mirror Immage reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third-party.

REMEDIES

You agree that any unauthorized use of the Service, the Mixed Tracks, the Materials or any related software or materials would result in irreparable injury to Mirror Immage and/or its affiliates or licensors for which money damages would be inadequate and in such events Mirror Immage, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pusuant to statutory or other claims that Mirror Immage, its affiliates and/or licensors may have under seperate legal authority.

INDEMNITY

You agree to indemnify and hold harmless Mirror Immage and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgement (including attorney's fees and court costs) arising from or concerning your breach of this Agreement and your use of the Service, the Mixed Tracks or the Materials and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

TERMINATION

Mirror Immage may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Mirror Immage reasonably suspects that you breached) any provision of this agreement. If Mirror Immage terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibilty to you and Mirror Immage will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your account and Service membership is your sole right and remedy with respect to any dispute with Mirror Immage.

You understand and agree that your use of the Service, Mixed Tracks and the Materials is at your own sole risk.
THE SERVICE, MIXED TRACKS AND THE MATERIALS (THE"PRODUCTS") ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY MIRROR IMMAGE OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "MIRROR IMMAGE ENTITIES"), AS APPLICABLE AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE MIRROR IMMAGE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE MIRROR IMMAGE ENTITIES DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY MIRROR IMMAGE ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE MIRROR IMMAGE ENTITIES.

UNDER NO CIRCUMSTANCES SHALL ANY MIRROR IMMAGE ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE, MIXED TRACKS AND/OR MATERIALS.

UNDER NO CIRCUMSTANCES SHALL ANY MIRROR IMMAGE ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF THE MIRROR IMMAGE ENTITY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILTY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE MIRROR IMMAGE ENTITIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILTY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILTY EXCEED $10 (U.S.A.).

LAW AND LEGAL NOTICES
This Agreement and any other terms or documents referred to herein represent your entire agreement with Mirror Immage with respect to your use of the Service. If any part of this Agreement 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. The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Service, the Mixed Tracks and the Materials. You expressly agree that the courts in the State of California, Kern County, have exclusive jurisdiction over any claim or dispute with Mirror Immage or relating in any way to your use of the Service, the Mixed Tracks and the Materials. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in Kern County in connection with any such dispute including any claim involving Mirror Immage or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers.

Copyright © 2010 Mirror Immage Entertainment