MixMatchMusic™ Remixer Agreement

This MixMatchMusic Remixer Agreement (“Agreement”) grants MixMatchMusic, Inc. (“MixMatchMusic”) certain rights in the content you submit via any RemixWizard™ hosted by a Remix Artist (“Hosted RemixWizard”).  A “RemixWizard” is the multi-media media widget through which you accessed or interacted with certain Artist Content (defined below).  A “Remix Artist” is the person or entity which has posted a RemixWizard on a website for your use and enjoyment subject to certain terms and conditions which you agreed to prior to downloading the Artist Content.

We do not claim ownership rights in your content.  The following terms and conditions describe the rights you give to MixMatchMusic by submitting or uploading Remixed Content (defined below) to a Hosted RemixWizard.  We urge you to carefully read the terms and conditions of this Agreement.  You may also wish to register with MixMatchMusic and review the <<MixMatchMusic Terms of Use >> http://www.mixmatchmusic.com/terms, which applies to all use of the MixMatchMusic website located at www.mixmatchmusic.com (the “Site”) and the services we make available via the Site (“Services”).

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY POSITING, UPLOADING OR SUBMITTING CONTENT TO THE HOSTED REMIXWIZARD YOU ARE AGREEING TO BE BOUND BY THE THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT UPLOAD CONTENT TO THE HOSTED REMIXWIZARD.  If you agree to THIS AGREEMENT on behalf of a business, you represent and warrant that you have the authority to bind that business to THIS AGREEMENT and your agreement to these terms will be treated as the agreement of the business.  In that event, “you” and “your” will refer and apply to that business.

1. Uploading Content to a Hosted RemixWizard

   1. Definitions. Certain types of content are made available through a Hosted RemixWizard. “Artist Content” means any text, data, graphics, images, photos, audio or video files, communications, music audio files called “Stems” and any other content that a Remix Artist makes available (including that related to other online services or applications) through a Hosted RemixWizard. “Remixed Content” means any content that you post, upload or submit to a Hosted RemixWizard.
   2. License Grant. By uploading, posting, submitting, linking to or otherwise transmitting any Remixed Content on or via a Hosted RemixWizard, you hereby grant to MixMatchMusic a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license throughout the universe to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access the Remixed Content in connection with the Service and MixMatchMusic’s business including, without limitation, for promotion and redistributing part or all of the Service (and derivative works thereof), in any media formats, through any media channels and via any mini widgets deployed by a Remix Artist or otherwise. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to MixMatchMusic. You acknowledge and agree that posting of or linking to Remixed Content will comply with the MixMatchMusic Copyright and IP Policy as set forth in Section 2 below. 
   3. Limitations.  You acknowledge and agree that MixMatchMusic may, at its option, reclassify or recatergorize any Remixed Content and establish or change limits concerning Remixed Content, including, without limitation, the maximum number of days that Remixed Content will remain available via the Services or on the Site if at all, the maximum size of any files that may be stored on or uploaded to the Site or Services and the maximum disk space that may be allotted to you for the storage of Remixed Content on MixMatchMusic’s servers.  MixMatchMusic will have no responsibility or liability for maintaining copies of Remixed Content on our servers, and you are solely responsible for creating back-ups of your Remixed Content. 
   4. Disclaimer.   MixMatchMusic does not guarantee that any content (including without limitation Artist Content or Remixed Content) will be made available through the Site or Services, continuously or at all.  WHILE MIXMATCHMUSIC IS UNDER NO OBLIGATION TO DO SO, MixMatchMusic reserves the right to remove and permanently delete any Content from the Site or services without notice, AND FOR ANY REASON IN ITS SOLE DISCRETION. MixMatchMusic does not have any obligation to monitor the Artist Content or Remixed Content that is uploaded, posted, submitted or otherwise transmitted using a Hosted RemixWizard or the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Artist Content or Remixed Content or anything said, depicted or written by Remix Artists or Remixers, including, without limitation, any information obtained by using the Hosted RemixWizard, Site or Services.  MixMatchMusic does not endorse any Artist Content, Remix Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MixMatchMusic with respect thereto.

2. Copyrighted Materials: No Infringing Use.  You will not use any Hosted RemixWizard or the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.  MixMatchMusic has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.  Please see the <<MixMatchMusic Copyright and IP Policy>> for further information. http://www.mixmatchmusic.com/copyright.

3. Indemnification. You agree to defend, indemnify and hold MixMatchMusic and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and agents harmless from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of a Hosted RemixWizard, Artist Content and Remixed Content; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that Remixed Content caused damage to a third party, including, without limitation, claims that your Remixed Content is infringing.

4. Disclaimer. By submitting any remixed content you agree that MIXMATCHMUSIC is not responsible, and will in no event be held liable, for any lost, illegible, misdirected, damaged, OR incomplete remixed content. MIXMATCHMUSIC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  In addition, MixMatchMusic makes no representation or warranty that the SITE OR SERVICES will be error free or THAT ANY ERRORS WILL BE CORRECTED.  Some states or jurisdictions do not allow the exclusion of certain warranties, SO some of the above exclusions may not apply to you.

5. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MIXMATCHMUSIC OR ITS OFFICERS, DIRECTORS or EMPLOYEES BE LIABLE TO YOU or any third-party FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR REMIXED CONTENT OR MIXMATCHMUSIC’S PROVISION THEREOF ON THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY REMIX ARTIST, ONLINE OR OFFLINE, WHETHER OR NOT MIXMATCHMUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MIXMATCHMUSIC’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED $5.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

6. Notice; Consent to Electronic Notice. You consent to the use of:  (a) electronic means to complete this Agreement and to provide you with any notices given pursuant to this Agreement (including notices regarding the security of your data); and (b) electronic records to store information related to this Agreement.  Any notice or other communication to be given hereunder will be in writing and given (x) by MixMatchMusic via email (in each case to the address that you provide), (y) a posting on the RemixWizard Site or (z) by you via email to remixwizard@mixmatchmusic.com or to such other addresses as MixMatchMusic may specify in writing.  The date of receipt will be deemed the date on which such notice is transmitted.

7. Miscellaneous.  In the event that any provision in this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.  You may not assign or transfer these Terms of Use (by operation of law or otherwise) without the prior written consent of MixMatchMusic and any prohibited assignment will be null and void. MixMatchMusic may assign these Terms of Use or any rights hereunder without your consent. The relationship of the parties under this Agreement is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other.  This Agreement will be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws.  Any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Northern California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree that this Agreement, and MixMatchMusic’s enforcement thereof, is not intended to confer and do not confer any rights or remedies upon any person other than you and MixMatchMusic.  This Agreement together with the rules and policies of MixMatchMusic incorporated herein by reference constitute the entire agreement between MixMatchMusic and you with respect to the subject matter of this Agreement.

8. Questions.  If you have questions about this Agreement please contact MixMatchMusic by emailing us at remixwizard@mixmatchmusic.com.

Last Modified: August 15th, 2008