Music publishing is all about managing the royalties earned from the music you write. When you write a song, and it’s used commercially, you’re owed royalties. That means your original songs generate revenue with every stream on Spotify, video creation on TikTok, view on YouTube, radio spin, or live performance worldwide. That’s a lot to keep track of — Tunecore Publishing can help you get the royalties you’re owed. Welcome to the official website for Musixcale Inc., a digital music distribution service for individuals.
Eligibility: In order to use the Distributor Sites, you must either be at least eighteen (18) years of age or older (or be at least thirteen (13) years of age and possess the consent of your parent(s) and/or legal guardian), and fully able and competent to (i) enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms; and (ii) abide by and comply with these Terms. You hereby represent that you meet the eligibility requirements in this Section.
Privacy Notice: Your privacy is important to us. Please read the Distributor Sites’ Privacy Policy at [insert link] carefully for information relating to Distributor's collection, use, and disclosure of your personal information.
Modification of the Terms: Distributor reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms, including the Supplemental Terms, at any time for any reason, and we may notify you of such changes through any of a variety of means, including a change to the “Last Updated” date set forth above and other reasonable means to be determined in our discretion. All changes shall be effective immediately. In the event of a material change that may directly affect your account, we will use reasonable efforts to notify you via the most recent email address that you have provided to us in conjunction with your account. Please check these Terms periodically for changes. Your continued use of the Distributor Sites after the posting of changes constitutes your binding acceptance of such changes.
Distributor Sites Access and Linking: Distributor grants you permission to use the Distributor Sites as set forth in these Terms, provided that and for so long as (i) you use the Distributor Sites solely for your personal use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Distributor Sites in any medium without Distributor's prior written authorization; (iii) you do not alter or modify any part of the Distributor Sites other than as may be reasonably necessary to use the Distributor Sites for their intended purposes; (iv) you do not engage in any of the prohibited uses described in Section 11 below; and (v) you otherwise fully comply with these Terms. TheMusixcale Site is controlled and offered by Musixcale from its facilities in the United States of America, and the Believe Site is controlled and offered by Believe from its facilities in the European Union (EU) and in particular in France and Luxembourg. Distributor makes no representations that the Distributor Sites are appropriate or available for use in other locations. If you are accessing or using the Distributor Sites from other jurisdictions, you are responsible for compliance with local laws and, to the extent allowed in the jurisdiction where you are located, you waive your right to assert claims or avail yourself of protections afforded you in that jurisdiction which are not available in the United States of America or in the EU, as applicable.
Distributor Ownership; Proprietary Rights:
General. The Distributor Sites including the content, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, products, software, services, proprietary information, service marks, trademarks, trade names, distinctive information (such as logos), the selection, sequence, “look and feel” and arrangement of items, and all other elements of the Distributor Sites that are provided by Distributor (“Distributor Materials”), are owned and/or licensed by Distributor, and are legally protected, without limitation, under U.S. federal and state laws and regulations and Luxembourgian laws and regulations, as applicable, as well as applicable foreign laws, regulations and treaties. Distributor Materials do not include Third Party Content (as defined below). Except as expressly authorized by Distributor, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of, the Distributor Sites and/or the Distributor Materials. Distributor reserves all rights not expressly granted in these Terms. You shall not acquire any right, title, or interest to the Distributor Materials, except for the limited rights expressly set forth in these Terms.
Apps and Other Downloadable Software: If any of the Distributor Materials that we make available to you is software capable of being downloaded, then the software and all files, images and data relating to the software will be licensed to you by us. This license is a personal, limited, non-transferable, non-sublicensable, revocable license, and we reserve the right to alter or revoke the license at any time by providing notice to you. Upon receiving notice of revocation, you must destroy all copies of the software in your possession and/or residing on systems under your control. You do not own the downloaded software, and we do not transfer ownership of the software to you. We retain full ownership of, and title to, the downloaded software and all intellectual property rights related thereto. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation). Software that is downloaded from the Distributor Sites is subject to United States and the Luxembourg export control laws. If you download software from the Distributor Sites, you represent and warrant to us that you are not acting in violation of those laws.
User Content:
General: The Distributor Site may now or in the future permit you and other Users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content ("User Content"), and to host and/or share such User Content. User Content is not controlled by Distributor. Distributor makes no representations that your User Content will remain available via the Distributor Site in any way. We may remove your User Content at our sole discretion. You understand that any User Content that you post on the Distributor Site is made publicly available to users of the Distributor Site, and Distributor does not guarantee any confidentiality with respect to any such User Content, nor does it guarantee that your intellectual or proprietary rights in such User Content will not be infringed or misappropriated.
Grant of Rights: Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, by submitting User Content to Distributor, you hereby grant Distributor and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, digitize, encode, store, transmit, distribute, modify, adapt, translate, prepare derivative works of, display, perform, communicate to the public and otherwise exploit such User Content in connection with the Distributor Site and Distributor's (and its successors, transferees and sublicensees, as well as their respective affiliates) business, including without limitation for promoting and redistributing part or all of the Distributor Site (and derivative works thereof) in any media formats and through any media channels or through merchandising. You grant Distributor and its affiliates, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose to do so. You also hereby grant to each User of the Distributor Site a non-exclusive license to access your User Content through the Distributor Site, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Distributor Site and these Terms. The above licenses granted by you in User Content you submit to the Distributor Site shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Distributor Site user account, or any User Content following any deactivation or deletion of your Distributor Site user account, you may specifically notify Distributor regarding the termination of the foregoing license from you to Distributor, specifically identifying the item(s) of User Content to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to Distributor. You understand and agree, however, that even following such termination, Distributor may retain, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you in Feedback (as defined below) you submit are perpetual and irrevocable.
No Responsibility for User Content. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Content.
Your Representations and Warranties.
You warrant and represent that: (i) you are eighteen (18) years of age or older, or; (ii) you are thirteen (13) years of age or older and you have your parent’s and/or legal guardian’s written consent to enter into these Terms.
In connection with User Content, you affirm, represent, and/or warrant that: (a) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Distributor to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Distributor and these Terms, and to grant the rights and license set forth in this Section, and (b) your User Content, Distributor's use of such User Content pursuant to these Terms, and Distributor's exercise of the license rights set forth in these Terms, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) violate any applicable law or regulation.
Prohibited Uses of User Content. Except as otherwise permitted by these Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Distributor Sites: (i) any falsehoods or misrepresentations that could damage Distributor or any third party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements and/or or solicitations of business for any products and/or services; or (iv) any material that would be harmful to minors in any manner.
Third Party Content Disclaimer. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that when using the Distributor Site you will be exposed to User Content, advertising and other third party content (together, the "Third Party Content") from a variety of sources, and that you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or otherwise objectionable. Distributor does not endorse any Third Party Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Distributor be liable in any way for or in connection with the Third Party Content, including, but not limited to, for any inaccuracies, errors or omissions in any Third Party Content, any intellectual property infringement or misappropriation with regard to any Third Party Content, or for any loss or damage of any kind incurred as a result of the use of any Non- Distributor Content posted, emailed or otherwise displayed or transmitted through the Distributor Site.
Non-Monitoring of Users and Third Party Content. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that you, and not Distributor, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available through the Distributor Site. Distributor does not control Third Party Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Third Party Content for any purpose. If at any time Distributor chooses, in its sole discretion, to monitor the Third Party Content, Distributor nonetheless assumes no responsibility for the Third Party Content, no obligation to modify or remove any inappropriate Third Party Content, no obligation to continue to monitor the Third Party Content and no responsibility for the conduct of the User or other person or entity submitting any such Third Party Content. You agree that you must evaluate, and bear all risks associated with, the use of any User Content or other Third Party Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Third Party Content.
Removal of Content. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, Distributor and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to post or to remove any User Content or Third Party Content that is available on the Distributor Site, in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind.
Prohibited Uses of the Distributor Sites.
As a condition of your use of the Distributor Sites, you hereby represent and warrant that you will not use the Distributor Sites for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section 11) by these Terms.
Any use by you of any of the Distributor Materials and Distributor Sites other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Distributor Sites, use of the Distributor Sites, access to the Distributor Sites, or Third Party Content obtained through the Distributor Sites, for any purpose other than for your personal use.
You agree not to use the Distributor Sites if you do not meet the eligibility requirements described in Section 1 above.
You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Distributor Sites, or collect, or attempt to collect personal information about Users or third parties without their consent.
You agree not to intentionally interfere with or damage, impair or disable the operation of the Distributor Sites or any User's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Distributor Sites with the intended result of denying service to other Users.
You agree not to remove, circumvent, disable, damage or otherwise interfere with, any security- related features of the Distributor Sites, any features that prevent or restrict the use or copying of any part of the Distributor Sites, or any features that enforce limitations on the use of the Distributor Sites.
You agree not to attempt to gain unauthorized access to the Distributor Sites or any part of it, other accounts, computer systems or networks connected to the Distributor Sites or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Distributor Sites or any activities conducted through the Distributor Sites.
You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Distributor Sites. You agree neither to modify the Distributor Sites in any manner or form (other than contributing User Content as enabled by the Distributor Sites’ functionality and in accordance with these Terms), nor to use modified versions of the Distributor Sites, including (without limitation) for the purpose of obtaining unauthorized access to the Distributor Sites.
You agree that you will not use any robot, spider, scraper, or other automated means to access the Distributor Sites for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Distributor Sites.
You agree not to utilize framing techniques to enclose any trademark, logo, or other Distributor Materials without our express prior written consent. You agree not to use any meta tags or any other “hidden text” utilizing Distributor's name or trademarks without Distributor's express prior written consent.
You agree not to use any Distributor logos, graphics, or trademarks as part of any web site links, including, but not limited to, links to the Distributor Sites, without our express prior written consent.
You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Distributor Sites. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Distributor Sites or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You agree not to modify, adapt, translate, or create derivative works based upon the Distributor Sites or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Unauthorized or prohibited use of the Distributor Sites or the Distributor Materials may subject you to civil liability, criminal prosecution, or both under federal, state and local laws.
Account Information.
In order to subscribe to services rendered hereunder and access some features of the Distributor Sites, you will have to create an account. You acknowledge, consent, and agree that Distributor may access, preserve, and disclose your account information and your User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to any claim that your User Content violate the rights of third parties; (d) provide certain customized features of the Distributor Sites to you, if any; (e) respond if you contact Distributor for any reason; or (f) protect the rights, property, or personal safety of Distributor, its other Users, and the public. You may cancel your account with us at any time by contacting https://support.Musixcale.com/hc/en-us/articles/115006501747-Contact-Us. We reserve the right to reject or immediately terminate your account in our sole discretion, and without prior notice to you.
Purchase of Products
When you order products you would like to purchase from the Distributor Site, you are making an offer to buy the ordered products on terms specified in the applicable order. Once your order has been placed, we will send you an email indicating receipt of your order. This email is only confirmation of our receipt of your order and does not constitute acceptance of your offer to buy. We reserve the right to reject any order for any reason or no reason, subject always to our compliance with applicable law. With regards to orders for physical products, your order and offer to buy is accepted when we have packaged your order and delivered it to the carrier and you will receive an email confirming that your order has been accepted when it has been delivered to the carrier. Title to the products you order, and risk of loss of those physical products, passes to you when the physical product has been delivered to the carrier.
By submitting an order, you authorize us or our third party payment processor to process a charge using the credit card and other payment information you provide for purposes of authenticating your identity, validating your payment card, obtaining payment authorization and otherwise authorizing the relevant transaction. You consent to our use of any information provided by you, including personally identifiable information, to conduct anti-fraud checks at our sole discretion, and this authorization applies to use by our third party payment processor. In conducting such checks, we or our third party payment processor may disclose, and you authorize us and our third party payment processor to disclose, your information to credit reference and fraud prevention service providers, who may keep a record of the information disclosed.
Distributor does not guarantee a particular product’s immediate or continued availability. If we are unable to fulfill an order, you will be entitled to a full refund. You are responsible for inspecting your order upon receipt. Any damage to physical products occurring during shipment is the responsibility of the carrier, subject to tariff and other limitations on the carrier’s liability, if any. The carrier will not be required to obtain a signature at delivery unless you specify otherwise when placing your order.
All requests for returns must be made in writing not later than fourteen (14) days after the carrier delivers your order. If your purchase is defective, we will either (a) replace the defective product with the same product or its equivalent, or (b) refund your purchase price, at our sole discretion. We may, but are not required, to accept returns for other reasons, in which case we will provide you with a replacement product or credit at our sole discretion. In order to request a return, you must submit your request at https://support.Musixcale.com/hc/en-us/articles/115006501747-Contact-Us. If we authorize your return request, you will be provided with a return authorization code. We will not process any return without a return authorization code. Physical products must be returned in their original packaging.
Prices shown on the Distributor Site are in US Dollars, exclusive of shipping, taxes (including Sales and V.A.T., if any), insurance, duties and other charges imposed by third parties. All such charges will be reflected in a final summary of an order before the order is accepted.
In addition to product purchases, some other aspects of the Distributor Site may require you to pay a fee, the details of which are available in various areas of the Distributor Site that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. We may revise the pricing for products, services or features offered through the Distributor Site at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or services provided by, us, your account may be closed without warning or notice at our sole discretion. Except as otherwise set forth in any return policy or cancellation policy expressly applicable to our products, services or features, you acknowledge and agree that any applicable fees and other charges for products, services or features are not refundable in whole or in part. You are fully liable for all charges to your account, including any unauthorized charges.
Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Distributor. You are solely liable for losses incurred by you, Distributor or others due to any unauthorized use of your account.
Change of Residency for Tax Purposes.
In the event that you (i) change your residency to another jurisdiction or will no longer be a citizen of the country you have entered while accessing the Distributor Sites and, as a result of such change, will no longer be treated as a resident of such country for tax purposes or (ii) change your residency from another jurisdiction to the United States or become a citizen of the United States and, as a result of such change, will be treated as a resident of the United States for U.S. tax purposes, you must notify Distributor within thirty (30) days of such change (email will suffice), including your full name, new address, date of change of residency, telephone number, email address and, if you are a registered User, the User name of your Distributor account.
You expressly acknowledge that in the event you change your residency for tax purposes as described in Section 12.4(a) above,Musixcale or Believe, as applicable, may assign the Terms to which you are a Party to Believe orMusixcale, as applicable. As a result of such assignment, you will no longer have a contractual relationship with the same Party with whom you have had a contractual arrangement prior to your change in residency. You further acknowledge that in connection with its provision of services pursuant to these Terms (including any Supplemental Terms, if any) Believe relies on certain services provided byMusixcale, andMusixcale relies on certain services provided by Believe. You further acknowledge thatMusixcale and Believe are separate entities and that (i)Musixcale shall not be held liable for any action or omission of Believe whether or not occurring during your contractual relationship with Believe; and (ii) Believe shall not be held liable for any action or omission ofMusixcale whether or not occurring during your contractual relationship withMusixcale.
Dealings with Advertisers and other Users. Your correspondence or business dealings with, or participation in promotions of advertisers and other Users found on or through the Distributor Sites are solely between you and such advertiser or User. You agree that Distributor will not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers or Users on the Distributor Sites.
Service Availability. Distributor may make changes to or discontinue any of the media, web communities, products, or services available within the Distributor Sites at any time, and without notice. The media, products, or services on the Distributor Sites may be out of date, and Distributor makes no commitment to update these materials on the Distributor Sites.
Feedback. You agree that any feedback, analysis, suggestions and comments to Distributor provided by you (collectively, “Feedback”) will become the property of Distributor. In consideration of Distributor providing access to the Distributor Sites free of charge, or in the case of Feedback, provided using features of the Distributor Sties for which you must pay a fee, then as further consideration for your access to such features, you hereby assign to Distributor all right, title and interest, including all intellectual property rights, in and to the Feedback. Without limiting the generality of the foregoing, you agree that Distributor shall have the perpetual, irrevocable and worldwide right to use, copy, display, perform, translate, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any embodiment, manner or media now known or hereafter devised without any remuneration, compensation or credit to User. You represents and warrants that you have the right to make the foregoing assignment and to grant to Distributor the rights granted under this Section 15 and that any Feedback which is provided by you to Distributor does not infringe any third-party intellectual property rights. Notwithstanding the foregoing assignment, Distributor grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
Other Agreements. You acknowledge that in providing the Services and payments hereunder, Distributor will be required to enter into certain agreements with various third parties including, but not limited to, digital service providers and/or payment processors. The selection of these Consumer Stores shall be within the sole discretion of Distributor. You agree that these Terms shall be subject to any applicable terms and conditions of such other agreements that Distributor enters into with respect to such Consumer Stores. You expressly acknowledge that certain Consumer Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Consumer Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). Distributor will, upon your written request, provide you with the current specifics of such requirements.
Bar Codes and Universal Product Codes. Distributor will provide you with free bar codes and universal product codes CUPCs). These are for your use only and may not be transferred or resold. If transferred or resold, Distributor will charge you Twenty-Five Dollars (USD $25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. Distributor may deduct such charges from any payments owed to you by Distributor or charge such amounts to any alternate payment method you provide to Distributor (such as a PayPal account, credit card or debit card) you provide to Distributor.
Terms and Conditions Violations; Termination. You agree that Distributor may terminate any account (or any part thereof) you may have through the Distributor Sites or your use of the Distributor Sites, and remove and discard all or any part of your account, at any time for any reason (including without limitation your violation of these Terms), or no reason, in Distributor’s sole discretion. You agree that your access to the Distributor Sites or any account you may have, or any portion thereof, may be terminated without prior notice, and you agree that Distributor shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Distributor may have at law or in equity.
Indemnification; Hold Harmless. You agree to indemnify and hold harmless Distributor and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership) and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs debt, and expenses (including attorneys’ fees) arising out of (a) your use or misuse of the Distributor Sites; (b) your violation of these Terms; (c) your violation of the rights of any other person or entity, including claims that any of your User Content infringes or violates any third-party intellectual property rights; (d) your breach of the foregoing representations, warranties and covenants and (e) any unauthorized use of your account not cause by Distributor. Distributor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of Distributor. Distributor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Disclaimers; No Warranties.
Acknowledgment: You expressly acknowledge that as used in this Section 20, and Sections 21 and 22 below, the term “Distributor” includes Distributor's parent, subsidiaries, affiliated and other related companies (including those which share substantially common ownership) and each of their officers, directors, employees, shareholders, members, agents and subcontractors.
No Warranties: To the fullest extent permissible pursuant to applicable law, Distributor disclaims all warranties, statutory, express or implied, applicable to the Distributor Sites and any User Content, Third Party Content, goods, services or features sold or otherwise made available to users on the Distributor Sites, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained by you from Distributor or through the Distributor Sites, will create any warranty not expressly stated herein.
Website Operation and Third Party Content: Distributor does not warrant that the Distributor Materials, Third Party Content, Distributor Sites, or any other information offered on or through the Distributor Sites or any reference sites will be uninterrupted, or free of errors, viruses, or other harmful components, and Distributor does not warrant that any of the foregoing will be corrected.
Accuracy: Distributor does not warrant or make any representations regarding the use, or the results of the use of, the Distributor Sites or any reference sites in terms of correctness, accuracy, reliability, or otherwise.
Harm to your Computer: You understand and agree that your using, accessing, downloading, or otherwise obtaining information, materials, or data through the Distributor Sites (including RSS feeds) or any reference sites is at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the use or download of, or other access to, such material or data.
Limitation of Liability and Damages.
Limitation of Liability: Subject always to Section 22.1, under no circumstances, and under no legal theory, including, but not limited to, negligence, shall Distributor or its third party partners, licensors or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including, without limitation, loss of profits, data, or use or cost of cover) arising out of or relating to these Terms or that result from your use of, or the inability to use, the Distributor Materials and User Content on the Distributor Sites or any reference sites, the Distributor Sites itself, or any other interactions with Distributor, even if Distributor has been advised of the possibility of such damages.
Limitation of Damages: Subject always to Section 22.1, in no event shall Distributor or its third party partners, licensors or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Distributor Sites (whether in contract, tort (including negligence), warranty, or otherwise) exceed the greater of One Hundred Dollars (USD $100) or one-half of the annual fees paid by you to Distributor (if applicable) in the twelve (12) months immediately preceding the date that such claim arose.
Third party products and services: Some Users may use the Distributor Sites to market products and/or services. The above limitations shall also apply with respect to damages incurred by reason of any such products or services marketed, sold or provided by Users, or otherwise by third parties other than Distributor and received by you through or advertised on the Distributor Sites or third party sites, including without limitation any reference sites.
Limitations by Applicable Law; Basis of the Bargain.
Limitations by Applicable Law: Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which you are located. If you are a user in the European Union, nothing in these terms attempts to exclude or limit Distributor’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability which cannot be excluded or limited by applicable law.
Basis of the Bargain: You acknowledge and agree that Distributor has offered its products and services and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Distributor, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Distributor. You acknowledge and agree that Distributor would not be able to provide the Distributor Sites to you on an economically reasonable basis without these limitations.
Copyright Compliance:
Infringement Claims. Musixcale, Inc. is the operator of theMusixcale Site. If you are a copyright owner or an agent thereof, and believe that any User Content or other Third Party Content infringes upon your copyrights or intellectual property rights, you may submit a notification pursuant to Directive 2000/31/EC of the European Parliament, to Directive (UE) 2019/790 of the European Parliament and/or to section 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (“DMCA”), as applicable, by providing our Copyright Agent with the following information in writing:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
The location of the material that is claimed to be infringing or to be the subject of infringing activity on the Distributor Sites and that is to be removed or access to which is to be disabled, including the link or URL for all such material on the Distributor Sites;
Information reasonably sufficient to permit Distributor to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
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.
Distributor's designated copyright agent (“Copyright Agent”) to receive notifications of claimed infringement is:
Failure to include all of the above information, especially specific information about where infringing content may be found, will result in a delay in the processing of your notification and may result in your having to repeat some or all of the above process.
Notice And Takedown: If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below.
We may, at our discretion, deny access to the Distributor Sites by, or disable and/or terminate the accounts of, Users who may be infringers.
Copyright Counter-Notices: If content you posted on the Distributor Sites was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:
To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified in Section 23.4 below.
Please note that under Section 512(f) of the DMCA any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
Elements of Counter-Notification: To expedite our ability to process your counter- notification, please use the following format (including section numbers):
Identify the specific URLs of (or other information sufficient to allow us to identify) material that Distributor has removed or to which Distributor has disabled access. Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your Distributor account. Provide a statement that you consent to the jurisdiction of Luxembourg and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above, or an agent of such person.
Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.” Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address: copyright@Musixcale.com.
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your personally identifiable information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Distributor Sites. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in Luxembourg and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of access privileges for Users who make a false or bad faith allegation of infringement or make a false or bad faith counter-notification in response to a notice of infringement. So, if you are not sure whether content you posted on the Distributor Sites is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of Luxembourg, the United States and the State of New York (as applicable). If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”
Disclaimer: We are not your attorneys, and the information we present here is not legal advice. We present this information for informational purposes only.
Miscellaneous.
Notice: Distributor may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Distributor Sites. If notice is by email or mail, it will be provided to the email or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless Distributor is notified that the email address is invalid, and if through postal mail, three (3) days after the date of mailing. You may provide Distributor with notices only by mail to the address indicated in subsection (l) below.
Governing Law: These Terms shall be governed by and construed in accordance with the laws of Luxembourg, without giving effect to any principles of conflicts of law. For the avoidance of doubt, the Uniform Computer Information Transactions Act does not apply to these Terms.
Jurisdiction: You agree that any action at law or in equity arising out of or relating to these Terms or the Distributor Sites shall be filed only in Luxembourg and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that you will not file or participate in a class action against us. In any action or proceeding commenced to enforce any right or obligation under this agreement, your use of the Distributor Sites or with respect to the subject matter hereof, you hereby waive any right you may now have or hereafter possess to a trial by jury.
Claims: You agree that any cause of action brought by you arising out of or related to the Distributor Sites must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. If, for any reason, we believe, have reason to believe, suspect, or are notified of any act, omission or circumstances which may or could (i) compromise or endanger the health, well-being or safety of any person, (ii) cause or lead to damage to persons or property (tangible or intangible), (iii) adversely affect, infringe upon or misappropriate the rights of others, (iv) harass or interfere with any other user or person, firm or enterprise, (v) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities, (vi) breach or violate these Terms, or (vii) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law. You agree that you may only bring a cause of action against such Party (i.e.Musixcale or Believe) with whom you have or had a contractual relationship at the time of occurrence of the event giving rise to such cause of action.
Waiver: A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of either Party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Severability: If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by Distributor to an affiliate of Distributor or to any third party, without restrictions. Any assignment attempted to be made in violation of these Terms shall be void.
No Relationship: You agree that no joint venture, partnership, employment, or agency relationship exists between you and Distributor as a result of these Terms or use of the Distributor Sites. You further acknowledge that by submitting User Content or other Third Party Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Distributor other than pursuant to these Terms.
Survival: Sections 5, 12, 15, 18, 19, 20, 21, 22, 23, and 24 (other than your duty to update account information), as well as any other provisions of these Terms which by their nature would survive any termination of these Terms, will survive any termination of these Terms or your account, whether by you or by Distributor.
Headings: The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
Entire Agreement: This is the entire agreement between you and Distributor relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with Distributor. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Distributor as set forth in Section 3 above.