Legal

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING YOUR ACCESS TO AND USE OF THIS MOBILE APPLICATION (THE “APP”) MADE AVAILABLE BY MUSICSKETCH, LLC (“MUSICSKETCH,” “US,” “OUR,” AND “WE”). THE APP AND ANY OTHER WEBSITES OR SERVICES PROVIDED BY MUSICSKETCH, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “SERVICES”) AND THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES ARE CONTROLLED BY MUSICSKETCH. BY DOWNLOADING THE APP OR OTHERWISE ACCESSING AND USING ANY SERVICES TO WHICH THESE TERMS OF USE ARE LINKED, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MUSICSKETCH, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THE TERM “YOU” ALSO REFERS TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS APP OR THE SERVICES. 

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, INCLUDING THE APP, ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS”. WHEN YOU USE THE SERVICES, YOU AGREE TO THE FULLEST EXTENT PERMITTED BY LAW THAT MUSICSKETCH HAS NO LIABILITY TO YOU ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY OF YOUR CONTENT (DEFINED HEREIN) CREATED OR SHARED ON OR THROUGH THE SERVICES.PLEASE BE AWARE THAT SECTION 2.3 (MUSICSKETCH COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION. 

ANY DISPUTE, CLAIM, OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT. 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance 
when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY MUSICSKETCH IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, MusicSketch will make a new copy of the Terms of Use available within the App and any new Supplemental Terms will be made available from within, or through, the affected Service within the App. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 (Registering Your Account) below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the App and/ or Services and will be effective for existing Registered Users (as defined in Section 2.1 (Registering Your Account) below) the sooner of (i) thirty (30) days after posting notice of such changes on the App; (ii) thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users; or (iii) upon such Registered Users’ affirmative consent to the updated Agreement. MusicSketch may require you to provide consent to the updated Agreement in a specified manner before further use of the App and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the App and/or the Services. Otherwise, your continued use of the App and/or Services constitutes your acceptance of such change(s). 

1. USE OF THE SERVICES.
The Services include, without limitation, functionality that allows Registered Users (as defined below) to compose and score music and share their results with others in visual and/or audio form. The App, the Services, and the information and Content (as defined below) are protected by copyright laws throughout the world. Subject to the Agreement, MusicSketch grants you a limited license to access and use the 
Services for your personal or internal business purposes. Unless otherwise specified by MusicSketch in a separate license, your right to use any and all Services is subject to this Agreement. 
1.1 App License. Subject to your compliance with the Agreement, MusicSketch grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal or internal business use. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. 
1.2 Updates. You understand that the Services are evolving. As a result, MusicSketch may require you to accept updates to the App that you have installed on your mobile device. You acknowledge and agree that MusicSketch may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. 
1.3 Beta Products. MusicSketch grants you a limited non-exclusive, non-transferable, nonsublicensable, revocable license to access and use certain trial or beta products or features, including the beta version of the App (collectively, “Beta Products”) as such Beta Products may be offered by MusicSketch from time to time. The decision to permit any user to test Beta Products is made in MusicSketch’s sole discretion. You acknowledge that any Beta Products to which you are given access are in a beta stage of development, and you use any Beta Products at your own risk. 
2. REGISTRATION. 
2.1 Registering Your Account. In order to access certain Services, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account through the App. 
2.2 Registration Data. In registering an account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify MusicSketch immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or MusicSketch has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, MusicSketch has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Services if you have been previously removed by MusicSketch, or if you have been previously banned from any of the Services. 
2.3 MusicSketch Communications. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail and push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning the MusicSketch and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. 
2.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of MusicSketch. 
2.5 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the App, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. 
3. RESPONSIBILITY FOR CONTENT. 
3.1 Types of Content. You acknowledge that all information, data, text, software, music, sound, graphics, images, video, messages, tags and/or other materials accessible through Services, including without limitation any musical scores (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not MusicSketch, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users, and not MusicSketch, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”). 
3.2 No Obligation to Pre-Screen Content. You acknowledge that MusicSketch has no obligation to pre-screen Content (including, but not limited to, User Content), although MusicSketch reserves the right in its sole discretion to pre-screen, refuse or remove any Content, including without limitation any Content that violates the Agreement or that MusicSketch in its sole discretion determines is obscene, inappropriate, or otherwise objectionable. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that MusicSketch pre-screens, refuses or removes any Content, you acknowledge that MusicSketch will do so for MusicSketch’s benefit, not yours. 
3.3 Storage. MusicSketch has no obligation to store any of Your Content that you Make Available on the Services. MusicSketch has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that MusicSketch retains the right to create reasonable limits on MusicSketch’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the App and as otherwise determined by MusicSketch in its sole discretion. We recommend that you back up Your Content regularly, in a separate location. We may suspend your access to or ability to use the Services until you are within the storage space limit associated with your Account. At the end of your license term, we will use commercially reasonable efforts to allow you to transition your music scores out of the Services. The transition must be completed within 30 days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete your music scores, with no further liability to us. You should download any music scores that you have stored in the Services before your license ends. 
4. OWNERSHIP. 
4.1 Services. Except with respect to Your Content and User Content, you agree that MusicSketch and its suppliers own all rights, title and interest in Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and MusicSketch software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. 
4.2 Trademarks. MusicSketch and all related graphics, logos, service marks and trade names used on or in connection with the App and any Services are the trademarks of MusicSketch and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Services are the property of their respective owners. 
4.3 Your Content. MusicSketch does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 
4.4 License to Your Content. Subject to any applicable account settings that you select, you grant MusicSketch a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services, including any of Your Content that you share with such Registered Users through the App. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not MusicSketch, are responsible for all of Your Content that you Make Available on or in Services, and that MusicSketch will have no liability to you in connection with any use of Your Content by any third party that exceeds the scope of the license granted by you hereunder. 
4.5 Feedback. You agree that submission of any ideas, suggestions, and/or proposals to MusicSketch (“Feedback”) is at your own risk and that MusicSketch has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to MusicSketch a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any 
and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or MusicSketch’s business. 
5. USER CONDUCT. 
5.1 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the App; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of MusicSketch; (c) you shall not use any metatags or other “hidden text” using MusicSketch’s name or trademarks;(d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the App or the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any portion of the App (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. MusicSketch, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Services terminates the licenses granted by MusicSketch pursuant to the Agreement. 
5.2 User Conduct. As a condition of use, you agree not to use the App or any Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, 
abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves 
commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without MusicSketch’s prior written consent; (v) impersonates any person or entity, including any employee or representative of MusicSketch; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Services. 
6. MONITORING AND ENFORCEMENT. MusicSketch may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, MusicSketch shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although MusicSketch does not generally monitor user activity occurring in connection with Services or Content, if MusicSketch becomes aware of any possible violations by you of any provision of the Agreement, MusicSketch reserves the right to investigate such violations, and MusicSketch may, at its sole discretion, immediately terminate your license to use Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you. 
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is MusicSketch’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to MusicSketch by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services or otherwise shared through the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for MusicSketch’s Copyright Agent for notice of claims of copyright infringement is as follows: Corey D. Silverstein, Esq., Silverstein Legal, 30150 Telegraph Road, Suite 444, Bingham Farms, MI 48025. Email: dmca@musicsketch.com 
7. INTERACTIONS WITH OTHER USERS. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that MusicSketch reserves the right, but has no obligation, to intercede in such disputes. You agree that MusicSketch will not be responsible for any liability incurred as the result of such interactions. Services may contain User Content provided by other Registered Users. MusicSketch is not responsible for and does not control User Content. MusicSketch has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk. For the avoidance of doubt, MusicSketch will have no liability to you arising out of or related to any of Your Content that you make available to any third party and/or such third party’s acts or omissions with respect to Your Content, including without limitation any failure to properly attribute Your Content. 
8. FEES AND PURCHASE TERMS 
8.1 Fees. The Services are offered free of charge. You agree that you are solely responsible for any fees or charges incurred by you in connection with your use of the Services, including without limitation the cost of access to internet or any device that you use to access the Services. 
8.2 Advertising Revenue. MusicSketch reserves the right to display third-party ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that MusicSketch has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by MusicSketch as a result of such advertising). 
9. INDEMNIFICATION. You agree to indemnify and hold MusicSketch, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “MusicSketch Party” and collectively, the “MusicSketch Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your access to and use of any Services, including without limitation any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. MusicSketch reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MusicSketch in asserting any available defenses. This provision does not require you to indemnify any of the MusicSketch Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the App or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Services. 
10. DISCLAIMER OF WARRANTIES AND CONDITIONS. 
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MUSICSKETCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. (a) MUSICSKETCH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY CONTENT, INCLUDING YOUR CONTENT, WILL CONTINUE TO BE COMPATIBLE WITH OR ABLE TO BE ACCESSED ON THE SERVICES. (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. (c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MUSICSKETCH MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. 
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MUSICSKETCH OR THROUGH SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. (e) FROM TIME TO TIME, MUSICSKETCH MAY OFFER NEW “BETA” FEATURES OR TOOLS, INCLUDING THIS BETA VERSION OF THE APP, WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT 
ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MUSICSKETCH’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. 

10.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT MUSICSKETCH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MUSICSKETCH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. 

10.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SERVICES. YOU UNDERSTAND THAT MUSICSKETCH DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SERVICES. 
10.4 Third-Party Materials. As a part of Services, you may have access to materials that are hosted by another party. You agree that it is impossible for MusicSketch to monitor such materials and that you access these materials at your own risk. 
11. LIMITATION OF LIABILITY. 
11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL MUSICSKETCH PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MUSICSKETCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A MUSICSKETCH PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MUSICSKETCH PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MUSICSKETCH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 
11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, MUSICSKETCH PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE 
FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MUSICSKETCH PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MUSICSKETCH PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MUSICSKETCH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 
11.3 User Content. EXCEPT FOR MUSICSKETCH’S OBLIGATIONS WITH RESPECT TO PERSONAL DATA AS SET FORTH IN THE MUSICSKETCH PRIVACY POLICY, MUSICSKETCH ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. 
11.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 
11.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MUSICSKETCH AND YOU. 
12. TERM AND TERMINATION. 
12.1 Term. The Agreement commences on the date when you accept these Terms of Use (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. 
12.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement. 
12.3 Termination of Services by MusicSketch. MusicSketch reserves the right to terminate your access to the App or to any Services at any time in its sole discretion, with or without notice to you. You acknowledge and agree that MusicSketch has no obligation to continue to provide you with the Services or the App. 
12.4 Termination of Services by You. If you want to terminate the Services provided by MusicSketch, you may do so by (a) notifying MusicSketch at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to MusicSketch’s address set forth below. 
12.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. MusicSketch will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. 
12.6 No Subsequent Registration. If your registration(s) with or ability to access the App is discontinued by MusicSketch due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or otherwise access the Services. In the event that you violate the immediately preceding sentence, MusicSketch reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. 
13. INTERNATIONAL USERS.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that MusicSketch intends to announce such Services or Content in your country. The Services are controlled and offered by MusicSketch from its facilities in the United States of America. MusicSketch makes no representations that the Services are appropriate or available for use in other locations. Those who access or use any Services from other countries do so at their own volition and are responsible for compliance with local law. 
14. THIRD-PARTY SERVICES.
14.1 Third-Party Websites, Applications and Ads. The Services may contain links to third-party websites, applications, and advertisements for third parties (collectively, “Third-Party Properties”). When you click on a link to a Third-Party Property, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Properties are not under the control of MusicSketch. MusicSketch is not responsible for any Third-Party Properties. MusicSketch provides these Third-Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties, or any product or service provided in connection therewith. You use all links in Third-Party Properties at your own risk. When you leave the App, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 
14.2 App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and MusicSketch and not with the App Store. MusicSketch, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. 
14.3 Accessing and Downloading the App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and MusicSketch only, and not Apple, and (ii) MusicSketch, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. 
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. 
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between MusicSketch and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of MusicSketch. 
(d) You and MusicSketch acknowledge that, as between MusicSketch and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 
(e) You and MusicSketch acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between MusicSketch and Apple, MusicSketch, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. 
(f) You and MusicSketch acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. 
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application. 
15. GENERAL PROVISIONS. 
15.1 Electronic Communications. The communications between you and MusicSketch may take place via electronic means, whether you visit Services or send MusicSketch e-mails, or whether MusicSketch posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from MusicSketch in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that MusicSketch provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). 
15.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without MusicSketch’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 
15.3 Force Majeure. MusicSketch shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
15.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at the information provided in Section 15.7 (Notice) below. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. 
15.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and MusicSketch agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California. 
15.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. 
15.7 Notice. Where MusicSketch requires that you provide an e-mail address, you are responsible for providing MusicSketch with your most current e-mail address. In the event that the last e-mail address you provided to MusicSketch is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, MusicSketch’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to MusicSketch at the following address: support@MusicSketch.com. Such notice shall be deemed given when received by MusicSketch by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or, if by email, when transmission of such email is confirmed. 
15.8 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 
15.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. 
15.10 Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained such Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by MusicSketch are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer MusicSketch products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. 
15.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. 
15.12 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.