Terms of Service

Terms of Service

1. Governing Law
   1. This Agreement and any disputes that may arise under, out of or in connection with this Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York and shall be binding on the parties to this Agreement in the United States and worldwide. Jurisdiction over and venue of any suit arising out of or related to this Agreement shall be exclusively in the state and federal courts of New York County, New York. This Agreement sets forth the entire Agreement between the parties relative to the subject matter, and supersedes all prior or contemporaneous oral or written understandings, statement, representations, or promises. 2. Additional Payment Provisions:

      1. Late payments shall accrue interest at a monthly rate of $10 or 1.5% of the monthly fee whichever is greater. Music Xray reserves the right to suspend or discontinue the services in the event of the Client's non-payment after 30 days.

      2. Refunding of Payment: Music Xray will offer a pro-rated refund per the following:

      a. If the Client cancels with a pre-paid balance and has not elected a binding prepayment plan, Music Xray will issue a pro-rated refund as of the Termination Date (as defined in the Client’s Agreement) through the credit card provider on record or via check to the Client contact on record.

      b. If the Client cancels with a pre-paid balance and has elected a binding prepayment plan, no refund will be given. If the Termination Date is after the next payment date, the client will be responsible for the next term’s payment.

      3. After the Termination Date, Music Xray has the right to delete all data, files, or other information that is stored in the Client's account for any reason.

      4. If Music Xray terminates this Agreement due to the Client’s breach of any part of this Agreement, the Client will not be entitled to any refund of unused or prepaid fees.

      5. Music Xray reserves the right to terminate and delete unpaid accounts after 60 days.

      6. If either party terminates the agreement, the Client will have 30 days to download all owned site content. This does not include the “Software” that is owned by Music Xray.

      7. Taxes: The Client takes full responsibility for all taxes and fees of any nature associated with Services used or products purchased through the Service. Music Xray shall not be liable for any taxes or other fees to be paid in accordance with purchases made through the Music Xray Services.

      8. The Client must contact billing at Music Xray billing@musicxray.com if the Client believes that Music Xray incorrectly charged for its Services. If the Client’s credit card company issues a chargeback to Music Xray, the Client will be responsible for the charged back balance, in addition to a $50 chargeback fee. The account will be terminated if the chargeback balance and fee are not paid within 10 business days.

      9. Clients will agree to accept all payment terms and conditions of the Agreement when payments are due.

      3. Forms Provided by Music Xray

      1. Music Xray may provide the Client with forms to be used, as a point of reference only, to draft and publish terms of service and a privacy policy for the Website (the “Forms”). The Client acknowledges that Music Xray’s provision of the Forms does not constitute legal advice nor does Music Xray make any warranties or representations with respect to the Forms, and, as such, they are provided “AS IS.” Furthermore, the Client acknowledges that Music Xray is not responsible for Client’s compliance with any laws or regulations applicable to the Website and the services or products it provides.

      2. Music Xray will automatically publish the Forms on the Website immediately upon Client’s signing up for the Services. At any time, Client may request to replace the Forms with documents the Client wishes to publish. To do so, Client must submit a request to replace the forms with the desired documents to privacy@musicxray.com with the desired documents attached to the email.

      3. Unless directed otherwise by Client, Client consents to Music Xray’s publishing the personal email address provided by Client in the Forms.

      4. Applicable Regulations

      By signing up for the Services and by continuing to administer the Website, you acknowledge and understand that certain laws and regulations may apply to your and your users' conduct on the Internet. Music Xray shall not be held responsible for, and Client hereby waives any and all claims against Music Xray that may arise from, the Website's noncompliance with such regulations, whether domestic or foreign. If you'd like to learn more about applicable privacy and intellectual property laws in the United States, please visit the following links:

      · The Children Online Privacy Protection Act (COPPA) <http://www.business.ftc.gov/privacy-and-security/children%E2%80%99s-privacy>

      · The U.S.-EU/U.S.-Swiss Safe Harbor Framework <http://export.gov/safeharbor/>

      · The Digital Millennium Copyright Act <http://www.copyright.gov/legislation/dmca.pdf>

      5. Other Terms and Conditions:

      1. You must be eighteen or over or represented by someone eighteen or over to register as a Client of Music Xray’s services or use the Service. Membership in the Service is void where prohibited. By using the Service you agree to be bound by all terms and conditions of the Agreement and General Terms. You represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

      2. The Client warrants that all information, directions, images, music, audio, video, site copy, names, taglines, logos and any other materials supplied to Music Xray and uploaded to, or posted directly by the Client on the Website are accurate and complete, do not infringe upon the rights of any other party, do not violate any applicable laws or regulations, and are either owned or properly licensed for use by the Client. Client further warrants that all the aforementioned content is not:

      a. Pornographic or sexually explicit material;

      b. Content of an illegal nature, including copyright materials;

      c. Content that is deemed to be threatening, obscene or that has the purpose of inciting hate

      3. The Client is responsible for (i) searches, licenses and registrations necessary to operate the Website free and clear of infringement of third-party intellectual property rights, including trademarks, copyright and patents, (ii) compliance with the U.S. and international privacy laws, (iii) registering the Website under the Digital Millennium Copyright Act if necessary, and (iv) all costs, fees and expenses arising out of or relating to the foregoing.

      4. The Music Xray content storage, sharing and management application and database made available to Client, together with all software, engines, source code, algorithms, architecture, navigation logic and other technologies incorporated therein (collectively, the “Software”), shall be and remain the sole property of Music Xray. Music Xray hereby grants to Client a non-exclusive, revocable, worldwide, royalty-free, fully-paid license to use the Software, in object code form only, during this Agreement term, or until termination or expiration of this Agreement for any reason. In consideration for such license Client shall pay Music Xray the Hosting Fee and the client agrees to all terms as outlined in this Agreement. The Client may not decompile, disassemble, reverse engineer, copy, create a derivative work, or display the Software code in human readable form, or otherwise use or allow a third party to use the Software and Services, except as explicitly provided for in this Agreement.

      5. The Software and all services provided by Music Xray under this Agreement are provided on an "as is" and "as available" basis. Music Xray does not warrant the Service will be secure, error free or uninterrupted. The Client hereby acknowledges and agrees that Music Xray will not be liable for any temporary delay, outages or interruptions of the Services. Further, Music Xray shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure). The Client hereby acknowledges and agrees that Music Xray reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. Music Xray will use best efforts to notify the Client of pending maintenance however at no time is under any obligation to inform the Client of such maintenance.

      6. Music Xray will not be responsible for, and the Client shall defend, indemnify, save and hold Music Xray harmless from, any and all demands, liabilities, losses, potential losses, claims, costs and expenses (including attorney's fees), asserted against or incurred by Music Xray, its affiliates, subsidiaries, partners, agents, customers, officers, contractors, and employees, arising out of or resulting from any breach of this Agreement or any service or product offering by the Client, its agents, contractors, licensees, designees, employees or assigns.

      7. Music Xray reserves the right to change or modify any of the terms and conditions contained in the Client’s Agreement, the General Agreement, and the Forms at any time at its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any modifications will be effective upon posting the revisions to the terms and conditions posted via Music Xray’s corporate website. The Client’s continued use of Music Xray’s services post-revision will constitute the Client’s acceptance of those changes.

      8. Music Xray warrants that the Client retains ownership of all information, directions, images, music, audio, video, site copy, names, taglines, logos and other materials (“Data”) supplied to Music Xray by the Client representative and uploaded to or posted on the Website by the Client representative. Solely for purposes of providing the Services to Client, Client hereby grants to Music Xray a non-exclusive, revocable, worldwide, royalty-free, fully-paid license to store the Data and provide it to the Client for publication on the Website during this Agreement term, or until termination or expiration of this Agreement for any reason. Data stored in the Client’s account on a Music Xray server is not owned by Music Xray; therefore Data preservation is the ultimate responsibility of the Client. Music Xray is not responsible for the Data or the backup of the data, and will not be liable in any way in the instance of loss of Data. Transmission, storage, copying, or modifying any Data, material or other actions by Client in violation of any Federal, State or Local regulation is prohibited.

      9. Music Xray reserves the unilateral right to remove/disable any large files uploaded to our server environment. The Client may not access the Services outside of mechanisms provided by Music Xray as part of the Service (for example: using an automated process, gaining direct access to the Services at the server level, or bot). The Client is not permitted to knowingly allow another website or hosting server to link to content files stored on Music Xray’s servers. Clients deemed to be using the Service solely as a remote storage server will have their account immediately terminated and will have all files associated with their account permanently removed. Music Xray has the sole discretion to determine whether an account is in violation of any of these policies.

      10. All aspects of the Service, including Software, graphics and documentation are the property of Music Xray, are protected by copyright, and may only be used or accessed as specifically provided in this Agreement. Music Xray reserves the right to modify, suspend or discontinue the Service at any time without notice. Music Xray reserves the right to edit/delete Website content, terminate individual user accounts, transfer ownership of accounts and domains, or block access to the Service at its sole discretion and without notification.

      11. The Client will create a valid Music Xray account by fully providing valid personal information about the Client during the signup process. To maintain a valid account, the Client must regularly update such information to assure its accuracy. The Client must always maintain a valid email address associated with the account. The Client is responsible for maintaining the security of the account and password. Music Xray will only send account information (including passwords) to the main email address registered to the account. Music Xray is not liable for loss or damage due to failure to comply with these obligations.

      12. The Client agrees to defend, indemnify and hold harmless Music Xray and its affiliates, customers, members, managers, employees, agents, contractors and representatives from and against any and all claims, proceedings, actions, judgments, damages and other liabilities, including without limitation reasonable attorneys’ fees, arising out of or relating to any breach of the warranties, representations or covenants contained in this Agreement or any other act or omission on the part of the Client. Music Xray’s aggregate liability to the Client arising under or relating to this Agreement shall not exceed the fees paid by the Client to Music Xray during the preceding three-month period.

      13. U.S. Export Controls. Software and Service provided by Music Xray ("Software") is further subject to United States export controls. No Software may be downloaded from the Site or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using or downloading the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

      14 General: You agree that: (i) the Music Xray Websites shall be deemed solely based in New York; and (ii) the Music Xray Websites shall be deemed passive websites that do not give rise to personal jurisdiction over Music Xray, either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Music Xray that arises in whole or in part from the Music Xray Websites shall be decided exclusively by a court of competent jurisdiction located in New York County, New York. These Terms of Service, together with the Privacy Notice at http://www.MusicXray.com/t/privacy and any other legal notices published by Music Xray on the Websites, shall constitute the entire agreement between you and Music Xray concerning the Music Xray Websites. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Music Xray's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Music Xray reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Music Xray Websites following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND MUSIC XRAY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MUSIC XRAY WEBSITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED