Jammit End User License Agreement

READ CAREFULLY. THIS JAMMIT SOFTWARE END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU" AND "YOUR") AND JAMMIT, INC., A DELAWARE CORPORATION ("JAMMIT" "WE," "US," OR "OUR"). BY CLICKING THE "ACCEPT" BUTTON OR BY INSTALLING, COPYING OR USING THE JAMMIT APPLICATION, OR ANY WEB SITE OWNED OR CONTROLLED BY JAMMIT, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF ANY VERSION OF THE DOWNLOADABLE OR ONLINE JAMMIT SOFTWARE (THE "SOFTWARE") AND ANY INFORMATION AND/OR DATA OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY ARTWORK, TEXT, VIDEO, AUDIO, OR PICTURES SERVED THROUGH THE SOFTWARE OR RECEIVED FROM OR ON ANY WEB SITE OWNED OR CONTROLLED BY JAMMIT(COLLECTIVELY THE "CONTENT") (THE SOFTWARE AND THE CONTENT ARE TOGETHER REFERRED TO AS THE "APPLICATION"; THE "SOFTWARE" INCLUDES BETA AND PRE-RELEASE VERSIONS). THIS AGREEMENT IS IN ADDITION TO, AND NOT IN LIEU OF, THE JAMMIT TERMS OF USE (www.jammit.com/termsofuse) TO WHICH YOU MUST ALSO AGREE IN ORDER TO PURCHASE LICENSES TO CONTENT. THE JAMMIT TERMS OF USE (www.jammit.com/termsofuse) ARE HEREBY INCORPORATED BY REFERENCE HERETO AND MADE PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE APPLICATION AND YOU MUST STOP THE REGISTRATION PROCESS AND PROMPTLY CEASE USING AND DESTROY ANY COPIES OF THE SOFTWARE IN YOUR POSSESSION. FAILURE TO ABIDE BY THE TERMS OF THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR ACCESS TO THE APPLICATION, THE RELATED JAMMIT SERVICE, AND/OR ANY PART THEREOF.

1. Description of Application

By downloading the Software, registering to use the Application or otherwise accessing the Application on a local device or remote device or server, you may be eligible to use any of our services (the “Services”) which may include: (i) a software application that permits the user to listen to authorized and licensed songs, (ii) a software application that permits the user to isolate certain designated instrumentations or stems underlying the licensed songs, and/or (iii) a software application that permits the user to add or substitute the user’s own instrumental stylings to that of the song’s original artist. Depending on the version, the Software may also enable you to access our online music store, which lets you download tracks for an additional charge without subscribing to a premium subscription service, and perform a variety of related functions. A subscription service may be available that would allow users to purchase additional content on a recurring basis with monthly or yearly limitations of songs. In addition, through the Application, you will have access to our artist, album and track information.

Downloading the Jammit Application or downloading any free or paid content within the Jammit Application to be used within the Jammit Application, may incur roaming or special bandwidth costs including standard carrier rates that apply for “over the air” data being consumed during the download process, and you are aware of and responsible for all such rates. You accept that those rates are your responsibility and between you and the wireless carrier you choose and are not the responsibility of Jammit Inc, its officers or employees.

Please note that when you subscribe to or otherwise use any of our Services, you agree also to the terms of the Jammit Terms of Use, available at www.jammit.com/termsofuse. Any information that you supply to us will be governed by the terms and conditions of Jammit’s Privacy Policy available at www.jammit.com/privacypolicy, as it may be updated from time to time by us. You agree to abide by the rules and policies established from time to time by us. Such rules and policies will be applied generally in a nondiscriminatory manner to all users of the Software.

2. Grant of License

Jammit hereby grants to you a limited, non-exclusive, non-transferable license to use the Application solely for personal, noncommercial use on any desktop computers, laptop computers, smart phones, tablets, handheld wireless devices, games consoles or other computer platforms that you own or control, subject to any applicable Usage Rules set forth in either Apple’s App Store Terms of Service (or such other application store terms for other platforms), and subject to the following additional terms:

You may not: (i) frame or link to the Application except as expressly permitted in writing by Jammit; (ii) permit other individuals to use the Application; (iii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law), tamper with, or create derivative works based upon the Application, including the Content, or any portion thereof (including without limitation any watermarks, security components and digital rights management); (iv) copy the Application or any portion thereof; (v) sell, rent, lease, transfer, distribute, broadcast, display or otherwise assign any rights to the Application to any third party; (vi) remove any proprietary notices or labels on the Application; (vii) use the Application in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction; (viii) use the Application for any commercial or illegal purpose; (ix) use the Application for other than your personal, non-commercial purposes; (x) use the Application to invade the privacy of, or obtain personal information about, any Application account holder or user, or to obtain a list of Application account holders or users; (xi) copy, modify, erase or damage any information contained on computer servers used or controlled by Jammit or any third party used in connection with the Application or the services provided through the Application; (xii) use the Application to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; or use any data mining, robots, or similar data gathering and or extraction tools in connection with the Application; (xiii) use the Application to post or transmit any unsolicited advertising or promotional materials; (xiv) access or use any password-protected, secure or non-public areas of the Application except as specifically authorized in writing by Jammit (unauthorized individuals attempting to access these areas of the Application may be subject to prosecution); (xv) impersonate or misrepresent your affiliation with any person or entity; (xvi) use any automated means to access or use the Application (including scripts, "bots" or similar software); (xvii) modify, translate, reverse engineer, decompile, reproduce, disassemble, or otherwise gain access to or attempt to gain access to any private key or “code key” (as that term is generally understood within the software industry) associated with the Application, the Content or the Services, or to use or attempt to use any private key in a manner in violation of this Agreement or the applicable Jammit Terms of Use, or (xviii) make derivative works of Jammit Content or distribute the Content through any means such as file sharing networks, websites, video sites, wireless or any network that allows transmission of data.

Violation of any of the foregoing restrictions may result in the termination of your account. Jammit reserves any and all rights or remedies that may be available in the event of your breach of this Agreement including, but not limited to the right to obtain an injunction in order to enforce your compliance with Jammit’s exercise of its termination rights hereunder. Additionally, you hereby acknowledge and agree that any of the foregoing rights and/or remedies referred to herein may be exercised directly by Jammit’s licensors, partners and/or advertisers in connection with the subject matter hereof.

3. Upgrades, Maintenance and Support

You acknowledge that Jammit may issue upgraded or modified versions of the Application from time to time, and may automatically electronically upgrade or modify the version of the Application that you are using on your device. You consent to such automatic upgrading or modification, and agree that this Agreement (as amended from time to time) will govern all such versions. Upgrade issuances in some cases may require the user to verify their account security, password information or in some cases require that all previously purchased content be replaced or updated for security purposes or software or content improvements.

The Application will operate only on those hardware and software platforms specified in the Application documentation. It is your responsibility to ensure that you have the appropriate software, hardware and connection (if necessary) to operate the then-current version of the Application. Jammit reserves the right to cease supporting any hardware or software platform at any time, with or without notice.

Jammit may modify or discontinue the Application at any time without notice.

To the extent that any maintenance or support services are to be provided hereunder or under applicable law, Jammit is solely responsible for the provision of such services.

4. Title to Downloadable Software

Jammit retains all title, ownership rights, and intellectual property rights in and to the Application (including the Software) and any associated services. Except as expressly stated in this Agreement, Jammit does not grant any express or implied right or license to you under any patent, copyright, trademark, or trade secret rights of Jammit.

5. Title to Content Served Through the Application

The Content served by Jammit or third parties directly through the Application is the property of Jammit, its licensors, its partners, and/or its advertisers. Title, ownership rights and intellectual property rights in and to such Content is the property of either Jammit or third-party content owners and copyright holders and is protected by applicable copyright and other law. Other than as expressly provided herein, this Agreement gives you no express or implied license to the Content, including without limitation, any right to use, sell, rent, copy, distribute, broadcast, modify, perform or publicly display any Content.

Jammit complies with copyright law and expects its users to do the same. You may not use the Application to help you infringe the copyrights of any third party. Unauthorized use, copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights and a violation of the law. You agree that you shall only use the Application in a manner that does not violate any third-party rights and that complies with all applicable laws in the jurisdiction in which you use the Application, including, but not limited to, applicable restrictions concerning copyrights and other intellectual property rights.

Certain Content is restricted by territory. Any attempt to circumvent or obtain Content that is restricted in your territory will be subject to penalties or suits from Jammit or the third party rights holders of the Content, as applicable.

6. Linked Entities

The Application may contain links through advertising and otherwise, to various third party web sites and other resources ("Linked Entities"). These Linked Entities (other than web properties owned or operated by Jammit, such as www.jammit.com) are not under the control of Jammit and Jammit is not responsible or liable for the content, communications or materials of any Linked Entities. Jammit is providing these links to you as a convenience only. The inclusion of any link does not imply endorsement by Jammit of the Linked Entity or any association with its operators. You are responsible for adhering to the applicable terms of service for any Linked Entity. You are solely responsible and liable for any interactions you may have with such entities, their sponsors and other third parties.

7. Copyright Agent

The music industry depends upon copyright law to enable songwriters, recording artists, music publishers and record labels to get fairly compensated for their works. Unauthorized copying or distribution of copyrighted music is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances, Jammit may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Application is:

Legal Counsel
Jammit, Inc.
7095 Hollywood Boulevard #1007
Los Angeles, California 90028
legal@jammit.com

Copyright Agent Contact

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

  1. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
  2. Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
  3. Information related to the work(s) reasonably sufficient for Jammit to promptly locate the work (e.g. title of work, location within the Application, etc.);
  4. Information reasonably sufficient to permit Jammit to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
  5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. A statement requesting that Jammit take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and
  7. 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.

8. Registration

You agree to provide true, accurate, current and complete information about yourself as prompted by the registration process (such information being the "Account Information"). You agree to update your Account Information in order to keep such information current.

During the registration process to use the Application, you may be asked to create a password and a user name. Once you have completed the registration process, we will set up an account for you. You are solely and entirely responsible for maintaining the confidentiality of your password and user name. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account.

During the registration process or upon completion of the registration process, you agree to receive all Jammit communications which may include transactional confirmations, product notices, upgrades and general announcements about Jammit via a periodic newsletter. Your email will not be shared with 3rd party organizations. You may opt out of Jammit newsletters by following the unsubscribe/opt out instructions included within every email or by sending an email to info@jammit.com requesting to be unsubscribed to Jammit newsletters.

9. Beta Release or Pre-Release Versions

In the event that the Software is a beta release or pre-release version, the terms of this Section shall apply. Your license to use the Software expires 120 days after installation (or such other period as indicated by the Software) and the Software may cease to function. The Software you are receiving may contain more features or fewer features than the commercial release of the Software we intend to distribute. While we intend to distribute a commercial release of the Software, we reserve the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.

10. Disclaimer of Warranty

THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JAMMIT, ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

USE OF THE APPLICATION IS AT YOUR OWN RISK. JAMMIT MAKES NO WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, OR ERROR FREE; NOR DOES JAMMIT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE APPLICATION OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE APPLICATION. JAMMIT MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE APPLICATION OR ANY TRANSACTIONS ENTERED INTO THROUGH THE APPLICATION.

YOU MAY BE REQUIRED TO RE-DOWNLOAD AND ACCESS PREVIOUSLY PURCHASED CONTENT IN THE EVENT OF A SOFTWARE UPDATE ON ANY AUTHORIZED DEVICE AT ANY GIVEN TIME.

11.Limitation of Liability

YOU AND JAMMIT HEREBY ACKNOWLEDGE AND AGREE THAT, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION, JAMMIT IS SOLELY RESPONSIBLE FOR ADDRESSING ANY CLAIMS YOU MAY HAVE RELATING TO THE APPLICATION, INCLUDING, WITHOUT LIMITATION, (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIMS THAT THE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE APPLICATION REMAINS WITH YOU. IN NO EVENT SHALL JAMMIT OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APPLICATION OR ANY PART THEREOF, EVEN IF JAMMIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL JAMMIT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE APPLCIATION OR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.

THE OWNERS AND LICENSORS OF THE CONTENT ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT, AND SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST YOU.

You agree to indemnify and hold JAMMIT and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.

13. Termination

  1. This Agreement (and your license) shall terminate automatically and immediately if you fail to comply with any of the limitations described in this Agreement. No notice shall be required from Jammit to effectuate such termination.
  2. In addition, Jammit reserves the right to terminate this Agreement and discontinue your access to the Application at any time for any reason, and with or without notice.
  3. Upon termination of this Agreement for any reason you must immediately destroy all copies of the Application.

14. Customer Service

If you have any questions or concerns about your account, you may contact Jammit Customer Service. (info@jammit.com)

You understand and agree that Jammit is solely responsible for all customer service, help, and account issues related to the Application. Neither your ISP nor any third-party website through which you may have accessed the Application is responsible for customer service, help, or account-related issues. You agree not to direct any questions, requests for assistance, or inquiries about the Application to your ISP or to any third party website through which you may have accessed the Application.

15. Modification

Jammit may modify this Agreement at any time in its sole discretion. A change of terms notice will be posted at the top of this Agreement. In the event of a material change to this Agreement we will use reasonable efforts to notify you by sending notice to the email address that you have provided to us. If any modification is unacceptable to you, you agree that your only recourse is to immediately terminate your use of the Application and destroy any copies of the Software in your possession. Your continued use of the Application following our posting of a change of terms notice or a new Agreement on the Application will constitute your binding acceptance of the change. YOUR ACCEPTANCE OF THIS AGREEMENT INDICATES THAT YOU GIVE CONSENT TO JAMMIT TO E-MAIL YOU WITH NOTICES CONCERNING MATERIAL CHANGES IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR THE SERVICES TO WHICH YOU HAVE SUBSCRIBED.

16. U.S. Government Restricted Rights and Export Restrictions

The Application is provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer of Application is Jammit, Inc. with offices at 7095 Hollywood Boulevard, #1007, Los Angeles, CA 90028. You acknowledge that no portion of the Application may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Serbia (except Kosovo), Sudan, 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 Denied Parties List or Entity List. By using the Application you are agreeing to the foregoing and are representing and warranting that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

17. Arbitration, Jurisdiction & Governing Law

You and Jammit agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Application, or your use of the Application (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or Jammit toward the other, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in the County Of Los Angeles in the State of California. You and Jammit also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. You and Jammit may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate Jammit’s or any of its licensor's intellectual property rights, or may cause continuing or irreparable harm to Jammit (including, but not limited to, any breach that may impact Jammit’s or its licensor's intellectual property rights, or a breach by reverse engineering), Jammit may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. You and Jammit must commence an arbitration by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.) To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former licensee of Jammit, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and Jammit); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and Jammit).

This Agreement shall be governed by the laws of the State of California and the Federal Arbitration Act, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts of Los Angeles County sitting in the State of California. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

18. General

No delay or failure to take action under this Agreement shall constitute any waiver by Jammit of any provision of this Agreement. This Agreement (including all documents expressly incorporated by reference) constitutes the complete and exclusive agreement between Jammit and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement defines the authorization and deauthorization process of any content on a given device. Any abuse of the authorization or deauthorization process will result in the termination of your Account and/or civil or criminal penalties including possible monetary damages for copyright infringement. Any action by a user that has been deemed by Jammit to be an abuse of the authorization or deauthorization process may result in the user having to repurchase applicable Content.