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Uploaded Music Agreement (UMA)

Effective Date: October 10, 2007

INDISTR LLC ("INDISTR") OWNS AND OPERATES THE WEBSITE LOCATED AT INDISTR.COM, INCLUDING ANY SERVICES, CONTENT OR INFORMATION ON THE WEB SITE (COLLECTIVELY OR INDIVIDUALLY, AS THE CASE MAY BE, THE 'SITE'). ANY ACCESS TO AND USE OF IS SUBJECT TO THE TERMS AND CONDITIONS OF USE AS SET FORTH IN THIS DOCUMENT AS THEY ARE AMENDED FROM TIME TO TIME (THE "TERMS"). EACH USER MUST ACCEPT THE TERMS AS A CONDITION OF USING THE SITE AND SERVICES. BY ACCESSING OR OTHERWISE USING THE SITE OR SERVICES, USER ACCEPTS THE TERMS AND AGREES TO BE BOUND BY THEM. IF USER DOES NOT AGREE TO THE TERMS, THEN USER MAY NOT ACCESS OR USE THE SITE AND SERVICES.

1. SITE USE GENERALLY.

1.1 Limited License. INDISTR grants you a limited, revocable license to access and make use of the Site for the purpose of uploading and selling your music or purchasing music offered for sale at the Site. This license does not include, and you are expressly prohibited from: (i) creating derivative works using the Site or its contents; (ii) using data mining tools, bots, or similar data gathering techniques and tools; (iii) framing or using framing techniques to enclose any Site content without our express written consent; and (iv) using any meta tags or any other ‘hidden text’ that uses our name or any of our trademarks or services mark. We may terminate this license and your rights to use the Site for any reason at any time.

1.2 Intellectual Property Rights. The Site design, text and graphics, and the selection and arrangement of such elements are copyrighted and are protected by worldwide copyright laws and treaty provisions. Unless otherwise indicated, all product and service marks and logos displayed on the Site are subject to the trademark rights of INDISTR. The Site and its material may not be copied (other than page caching), reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without our prior written permission and is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Except as expressly provided herein, INDISTR does not grant any express or implied right to you under any patents, copyrights, trademarks or trade secret information.

1.3 Links to Other Materials. Linked sites are not under the control of INDISTR and INDISTR is not responsible for the content of any linked site or any link contained in a linked site. We reserve the right to terminate any link or linking program at any time. We provide such links only as a convenience to you. We have not endorsed, tested or verified any information, programs, companies, or products on sites to which it links. If you decide to access any third party sites linked to this Site, you do so entirely at your own risk.

1.4 Minors; Territory. The Site is a business and commercial web site and shall not be accessed by persons under the age of 18. INDISTR operates this Site from its office within the United States. INDISTR makes no representation that content and materials on this site are legal or appropriate for access or use from outside the United States. If you access this Site from outside the United States, you do so at your own risk. You may not use the Site in violation of United States export laws and regulations.

1.5 Privacy. Please review our Privacy Policy, which also governs your use of the Site.

2. FEES AND SALES

2.1 Fees. Joining INDISTR and uploading your music is free.

2.2 Selling Music. When a user purchases your music, 75% of the purchase price, after PayPal fees, will be remitted to your PayPal account. All tracks may be purchased individually at a price of $1.00 per track. You may create albums of your uploaded tracks containing as many tracks as you wish and sell the entire album at any price.

2.3 Purchasing Music. Payment for music you purchase must be made at the time of purchase with a valid payment method. If your payment method fails, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and deducting the amount owed from your PayPal account balance.)

2.4 Payment Methods. All payments must be made by VISA, MasterCard, American Express, or PayPal. We do not accept any other payment form.

2.5 Taxes. You are responsible for paying any governmental taxes imposed on your use of the Site, excluding any taxes based upon INDISTR’s income.

3. COPYRIGHT AGENT. Unauthorized copying or distribution of copyrighted music is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances INDISTR may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. If you are an artist or other copyright holder who believes that another user has uploaded and/or is offering for sale through indistr.com infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Site is:

Name
Company
Address
Phone
Email

Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Site must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:

  • A. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
  • B. Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
  • C. Information related to the work(s) reasonably sufficient for INDISTR to promptly locate the work (e.g. title of work, location on the Site, etc.);
  • D. Information reasonably sufficient to permit INDISTR to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
  • E. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • F. A statement requesting that INDISTR take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and
  • G. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. DISCLAIMER OF WARRANTIES.

A General. INDISTR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INDISTR UNDERTAKES NO OBLIGATION TO UPDATE, AMEND OR CLARIFY THE SITE.

B No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. INDISTR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH REGARD TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, RESULTS, AND LACK OF NEGLIGENCE.

3. LIMITATION OF LIABILITY AND REMEDIES.

A Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDISTR BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE, EVEN IF INDISTR KNOWS OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

B Indemnification. You agree to defend, indemnify and hold INDISTR harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney’s fees), which INDISTR may hereafter incur, become responsible for or pay out arising out of your use of the Site, including, but not limited to, your uploading or offering for sale works not owned by you or that you are not authorized to upload or offer for sale, or your breach of any term or provision of these Terms.

C Restricted Access. INDISTR reserves the right to expel users, terminate user accounts, and prevent further access to the Site for any violations the Terms or the law. INDISTR may remove or take any other action with respect to user-submitted material that it deems necessary or appropriate in its sole discretion if it believes it may create liability for or potential harm to INDISTR or may cause INDISTR to lose (in whole or in part) the services of its ISPs or other suppliers.

4. GENERAL TERMS.

A Modification. INDISTR reserves the right at any time and in INDISTR’s sole discretion to change the terms, conditions, and notices under which the Site is offered, including but not limited to the charges associated with the use of the Site. INDISTR may revise the Terms at any time by updating this posting. You will be notified by message sent to your designated email address of significant changes to the Terms. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of the Terms may be superseded by expressly designated legal notices given to you or terms located on particular pages at the Site. INDISTR also reserves the right at any time and in our sole discretion to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that INDISTR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

B Jurisdiction. The Terms shall be governed by and interpreted according to the laws of the State of Michigan, without regard to conflicts of law principles. INDISTR and you agree that all disputes and litigation regarding the Terms, the Site, and matters connected with its performance or relating to the use of the Site shall be subject to, and they each consent to jurisdiction and venue in, the state and federal courts in Kent County, Michigan. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.

C Equitable Relief. You recognize and acknowledge that a breach by you of any of your obligations under the Terms will cause INDISTR irreparable damage, which cannot be readily remedied by monetary damages in an action at law. Accordingly, in the event of any default or breach by you, including any action by you that could cause some loss or dilution of our goodwill, reputation, or rights in the Site, INDISTR shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.

D Entire Agreement. The Terms embody the entire agreement and understanding between INDISTR and you with respect to the subject matter of the Terms and supersedes all prior oral or written agreements and understandings relating to the subject matter of the Terms. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Terms shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Terms.

USER HAS READ THE TERMS AND UNDERSTANDS USER’S RIGHTS AND OBLIGATIONS UNDER THE TERMS. USER EXPRESSLY AGREES TO BE BOUND BY THE TERMS.