1 Acceptance of Terms.
1.1 MusicRogue provides its Service (as defined below) to you through its web site located at www.musicrogue.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 MusicRogue may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at http://www.musicrogue.com/terms.html. The revised terms and conditions will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
2 Description of Service. The "Service" includes (a) the Site, (b) the employment and recruitment-related services, tools and other services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.
3 General Conditions/Access and Use of the Service.
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. Subject only to the foregoing, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to MusicRogue. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with MusicRogue, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices MusicRogue provides you or publishes on the Site, and you shall promptly notify MusicRogue if you learn of a security breach related to the Service.
3.2 We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties (including potential employers). The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement in connection with the Services. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited.
3.25 Data gathered through the use of the service will be retained for improving matching functionality and performing stated purpose.
3.3 You are solely responsible for all data, video, information, answers, text and other materials that you upload, post or otherwise transmit or store via the Service ("Your Content"). You hereby grant to MusicRogue a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, create derivative works based on, perform and/or display Your Content (in whole or in part) in connection with the operation of the Service or the promotion, advertising, or marketing thereof, in any media now known or hereafter developed, without compensation to you. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. MusicRogue reserves the right to access your account in order to respond to your requests for technical support. From time to time you may give MusicRogue suggestions or feedback about the Service. If you do so, you hereby grant to MusicRogue a worldwide, non-exclusive, sublicensable, assignable, royalty-free, perpetual, paid-up, irrevocable right (including moral rights) and license to fully exercise and exploit such suggestions or feedback (and all related rights) for any purpose.
3.4 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MusicRogue's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Although MusicRogue strives to keep Your Content secure, given the nature of the Internet, MusicRogue cannot guarantee that MusicRogue will be successful in doing so. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. MusicRogue will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.5 The failure of MusicRogue to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and MusicRogue, even though it is electronic and is not physically signed by you and MusicRogue, and it governs your use of the Service and takes the place of any prior agreements between you and MusicRogue.
4 Trademarks. No license or right to use any trademark of MusicRogue or any third party is granted to you in connection with the Service.
5 Representations and Warranties. You represent and warrant to MusicRogue that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities in connection with (and allow MusicRogue to perform) the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
6 Termination. You are responsible for properly terminating your account. MusicRogue reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if MusicRogue believes that you have violated this TOS. MusicRogue shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. All of Your Content on the Service may be permanently deleted by MusicRogue upon any termination of your account in its sole discretion.
7 DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MUSICROGUE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MUSICROGUE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MUSICROGUE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS. FURTHER, MUSICROGUE DOES NOT GUARANTEE THAT YOU WILL OBTAIN ANY EMPLOYMENT OR OFFERS FOR EMPLOYMENT THROUGH THE SERVICE.
8 LIMITATION OF LIABILITY.
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MUSICROGUE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, MUSICROGUE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, MUSICROGUE LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9 Indemnification. You shall defend, indemnify, and hold harmless MusicRogue from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content that is uploaded, posted or otherwise transmitted to the Service using your account, or your other access, contribution to, use or misuse of the Service. MusicRogue shall provide notice to you of any such claim, suit or demand. MusicRogue reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting MusicRogue's defense of such matter.
10 Assignment. MusicRogue may assign or transfer this TOS, in whole or in part, without restriction.
11 Governing Law. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
12 Privacy; DMCA. Please visit www.MusicRogue.com/privacy.html to understand how MusicRogue collects and uses personal information. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send MusicRogue a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to MusicRogue at: