| Effective Date: February 1, 2004 |
| Music of Faith TERMS AND CONDITIONS |
| Welcome to the Music of Faith™ website located at http://www.musicoffaith.com (the "Website"). The Website is brought to you by Music of Faith™ ("Music of Faith™," "we" or "us"), a Traffix, Inc. ("Traffix") property. By using and/or accessing the Website and/or the Music of Faith™ online music service (the "Service"), you are agreeing to comply with, and be bound by, the following terms and conditions (the "Agreement"). Please review the following Agreement carefully. If you do not agree to this Agreement in its entirety, you are not authorized to use this Website and/or Service in any manner or form, whatsoever. |
| 1. Acceptance of Agreement. This Agreement constitutes the entire agreement between you and Music of Faith™ and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to the Website and/or Service. Music of Faith™ may, from time to time, modify this Agreement and will post a copy of the amended Agreement on its website. If you do not agree to the amended Agreement, your only remedy is to stop using the Website and/or Service or, if applicable, cancel your Music of Faith™ membership ("Membership"). The latest Agreement will be posted on the Website, and you should review the Agreement prior to using the Website and/or Service. By your continued use of the Website and/or Service, you hereby agree to all of the terms and conditions contained within the Agreement effective at that time. Therefore, you should regularly check this page for any updates and/or changes. |
| 2. The Service. The Service allows you to listen to previews of sound recordings online ("Preview Titles") and obtain downloads of these and other sound recordings ("Download Titles"). The Website, Service and Download Titles are made available to you only for your own personal, noncommercial use. Many of the songs available through the Service are performed by their original artists. Notwithstanding the foregoing, you understand and agree that most of the available songs are performed by other musicians in the style of the original artists.
To use the Service, you must first register for Membership and supply certain registration data that may include , but is not limited to, username, password, telephone number, e-mail address, mailing address and credit card information for billing purposes ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to maintain it in an up to date and accurate fashion. Upon registration, you will receive a credit to your account. The amount of credit may change from time to time, in the sole discretion of Music of Faith™. The credit is made available to you solely for use in connection with the Website and Service. Your credit has no cash value and may not be redeemed or refunded. After your credit is exhausted, you must supply Music of Faith™ with valid credit or debit card account information in order to purchase additional Download Titles. Music of Faith™ will use your Registration Data in accordance with our Privacy Policy. Your Membership is non-transferable. Access to, and use of, the Service is through a combination of both user name and password ("Login"). You must keep your Login strictly confidential. For security reasons, Music of Faith™ will not release passwords for any reason, other than to the applicable members themselves, except as may be specifically required by law or court order. You agree that you will not authorize and/or permit others to use your Membership. Music of Faith™ shall not be responsible for any unauthorized use of your Membership. Furthermore, unauthorized access to the Website and/or Service is a breach of this Agreement, violation of applicable law and subject to your obligations of indemnification as set forth in Section 11, hereinbelow. |
| 3.License Grant. As a visitor to the Website and/or member of the Service, you are granted a nonexclusive, nontransferable, revocable and limited license to access and use the Website (and its associated content) and/or Service in accordance with this Agreement. Music of Faith™ may terminate this license at any time for any reason, whatsoever. You may use the Website and/or Service on one computer for your own personal, non-commercial use. No part of the Website and/or Service may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website and/or Service, Website content or any portion thereof. Music of Faith™ reserves any rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and/or Service. You may not take any action that imposes an unreasonable or disproportionately large load on the Music of Faith™ infrastructure. As a Website visitor, your limited license is provided solely for access to the Website in order to obtain information about Music of Faith™ and to apply for Membership. Website visitors are not authorized to access any Download Titles, content and/or data available to those individuals with Memberships.
Music of Faith™ members may access Preview Titles and purchase Download Titles. Preview Titles and Download Titles are owned by Music of Faith™ and/or its licensors, as applicable, and are protected by applicable intellectual property laws. You agree that the intellectual property right holders that license their musical content to Music of Faith™ for access through the Service are intended third-party beneficiaries under this Agreement, and thereby possess the right to enforce the provisions of this Agreement that directly affect their intellectual property. You understand that your use of Download Titles is subject to this limited license, as set forth herein. You may not permit any Download Titles, used or obtained by you, to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any third party, whatsoever. You agree to advise Music of Faith™ promptly of any such unauthorized use(s). A Preview Title is a short segment of a Download Title or, in some cases an entire Download Title available at a lower bit rate, that you can access and play directly, without an associated download, while logged onto the Service. You may listen to a Preview Title at no cost. Moreover, you may access as many Preview Titles as you like. However, you may not attempt, or assist a third party's attempt, to copy and/or download Preview Titles. A Purchased Download Title is a Download Title that you may: (1) download and save to your personal computer's hard drive for play back at any time; (2) burn to a recordable CD-ROM; and/or (3) transfer to a compatible portable electronic audio device. If you have Purchased Download Titles, it is your responsibility not to lose or damage them. Music of Faith™ shall have no liability to you in the event of any such loss. You may burn each Purchased Download Title to a recordable CD-ROM up to an aggregate of five (5) times, individually, or as part of a Compilation (for example, you may burn a Purchased Download Title as part of a Compilation 2 times and individually 3 times, for a total aggregate amount of 5 times). A Compilation is a specific collection of Purchased Download Titles that are arranged together in a particular order. Once you have burned a Purchased Download Title to a recordable CD-ROM, you agree not to copy or transfer the song from that recordable CD-ROM to any other computer system, media and/or device. You may transfer a Purchased Download Title an unlimited number of times to compatible portable electronic audio devices that are compatible with Purchased Download Titles. Once you have transferred a Purchased Download Title to a compatible electronic audio device, you agree not to copy, distribute and/or transfer it from such device to any other computer system, media and/or device. The burning or transfer capabilities provided for herein shall not operate to waive or limit any rights of the respective copyright holders, without limitation. Download Titles consist of copyrighted and/or other proprietary subject matter and this Agreement, and all other applicable laws, rules and regulations, govern your use of these Download Titles. All rights not expressly granted to you in this Agreement are reserved by Music of Faith™ and/or its licensors. Music of Faith™ may, at any time, lose its licensing rights to make certain Preview Titles and/or Download Titles available on the Service. In that event, you will no longer be able to obtain these Preview Titles and/or Download Titles from the Service. |
| 4.Proprietary Rights. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Website and/or Service is protected under applicable copyrights, trademarks and other proprietary (including, without limitation, intellectual property) rights. The copying, redistribution and/or publication by you of any part of the Website and/or Service is strictly prohibited. You do not acquire ownership rights to any Download Titles, content, document, software, services and/or other materials downloaded, previewed and/or viewed at or through the Website and/or Service. The posting of Preview Titles, Download Titles, information and/or material at the Website and/or Service by Music of Faith™ does not constitute a waiver of any right in such Preview Titles, Download Titles, information and/or materials. |
| 5.Promotions, Billing and Fulfillment. Each Download Title will have an associated "suggested download price" (the "Download Price"). However, Music of Faith™ reserves the right to offer promotions in connection with the Service. Some examples of promotions are, without limitation, instant credits for select members, volume discounts for multiple Download Title purchases and/or Download Titles available for a limited time at no cost. Music of Faith™ will supply complete terms, conditions and restrictions associated with any such promotion at the time that such promotion is available. However, you are free to purchase Download Titles at the Download Price at any time.
You agree to pay for all Download Titles that you purchase through the Service. All charges will be billed to the credit card that you supplied as a part of your Registration Data, or to any other valid credit card that you may so designate from time to time. Music of Faith™ may, in its discretion, post charges to your credit card individually, or may choose to aggregate your charges associated with your other Purchased Download Titles. You are responsible for keeping your Membership secure and confidential and you will be responsible for any charges that are incurred by any person through your Membership. If any of your billing information changes, you must update that information in the "Membership" section of the Website. All Download Prices available through the Service are subject to change by Music of Faith™ at any time, in its sole discretion. The Download Price indicated at the time of purchase shall apply for the specific Download Title. Download Prices quoted are generally inclusive of any applicable taxes, including sales taxes. However, Music of Faith™ reserves the right to change this pricing policy at any time. On occasion, technical problems may delay or prevent delivery of Purchased Download Titles. Your sole remedy with respect to Purchased Download Titles that are not delivered to you will be either replacement of such Purchased Download Titles or the refund of the purchase price paid for such Download Titles, at Music of Faith™' sole discretion. |
| 6.Modifications, Changes to Website and Service. Music of Faith™ reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Website and/or Service (or any part thereof) with or without notice to you, without any liability to you or to any third party. |
| 7.Privacy Policy. Use of the Website and/or Services is subject to our Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. We reserve the right, and you authorize us, to use and assign all information regarding your Website and/or Services use and any and all other personal information provided by you in any manner consistent with our Privacy Policy.
For additional information regarding Music of Faith™' use of information collected please refer to Music of Faith™' Privacy Policy. |
| 8.Allegations of Infringement. If Music of Faith™ receives a notice alleging that you have engaged in behavior that infringes upon the intellectual property rights of Music of Faith™ and/or a third party, or reasonably suspects the same, Music of Faith™ may suspend or terminate your Membership without notice to you. If Music of Faith™ suspends or terminates your Membership under this Section 8, it shall have no liability or responsibility to you, including liability for any amounts that you have previously paid. |
| 9.Third Party Websites. The Website may provide, and/or third parties may provide, links to other Internet websites and/or resources. Because Music of Faith™ has no control over such third party websites and/or resources, you hereby acknowledge and agree that Music of Faith™ is not responsible for the availability of such third party websites and/or resources. Furthermore, Music of Faith™ does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, products and/or other materials at or available from such third party websites or resources, or for any damages and/or losses arising therefrom. |
| 10.Injunctive Relief. You agree that any unauthorized use of the Website, Service and /or Download Titles would result in irreparable injury to Music of Faith™ and/or its affiliates or licensors for which money damages would be inadequate. In such event Music of Faith™, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that Music of Faith™, its affiliates and/or licensors may have under separate legal authority. |
| 11.Indemnification. You agree to indemnify, defend and hold Music of Faith™, Traffix, and their parents and subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including settlement costs and/or reasonable attorneys' fees) arising from: 1) your breach of any provision of this Agreement; 2) your use of the Website and/or Service, in any manner whatsoever; and 3) any unauthorized use of your Membership. |
| 12.Termination. Music of Faith™ may, in its sole discretion, terminate this Agreement and/or suspend your Membership at any time without notice to you, in the event that you breach (or Music of Faith™ reasonably suspects, in its sole discretion, that you have breached) any provision of this Agreement. If Music of Faith™ terminates this Agreement, or suspends your account for any of the reasons set forth in this Agreement, Music of Faith™ shall have no liability or responsibility to you, and Music of Faith™ will not refund any amounts that you have previously paid.
You understand and agree that your cancellation of your Membership is your sole right and remedy with respect to any dispute with Music of Faith™. |
| 13.DISCLAIMERS. THE WEBSITE AND/OR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE AND/OR SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Music of Faith™ AND TRAFFIX HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE AND/OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, Music of Faith™ AND TRAFFIX ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Music of Faith™ AND YOU. THE WEBSITE AND/OR SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE WEBSITE AND/OR SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES AND/OR WORMS CONTAINED WITHIN A DOWNLOAD TITLE, PREVIEW TITLE AND/OR ELECTRONIC FILE AVAILABLE AT THE WEBSITE AND/OR THROUGH THE SERVICE IS EXPRESSLY DISCLAIMED. YOU UNDERSTAND AND AGREE THAT ANY DOWNLOAD TITLES DOWNLOADED, PURCHASED, OBTAINED OR OTHERWISE ACCESSED THROUGH THE USE OF THE WEBSITE AND/OR SERVICE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOADING OF ANY SUCH MATERIAL. Music of Faith AND TRAFFIX MAKE NO WARRANTY THAT ANY PARTICULAR CD BURNER OR PORTABLE DEVICE WILL BE COMPATIBLE WITH DOWNLOAD TITLES OR THAT ANY CD BURNED WILL FUNCTION IN ALL CD PLAYERS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SYSTEM(S) WILL FUNCTION CORRECTLY WITH DOWNLOAD TITLES. UNDER NO CIRCUMSTANCES SHALL ANY Music of Faith OR TRAFFIX ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE WEBSITE AND/OR DOWNLOAD TITLES. OUR MAXIMUM LIABILITY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE THAT YOU HAVE PAID FOR ANY DOWNLOAD TITLES, SERVICES, GOODS OR INFORMATION AVAILABLE FROM Music of Faith™ AT THE WEBSITE AND/OR SERVICE. NOTWITHSTANDING THE FOREGOING, Music of Faith™ AND TRAFFIX SHALL NOT BE LIABLE TO YOU FOR ANY SERVICES, GOODS OR INFORMATION AVAILABLE FROM THIRD PARTIES, EVEN IF OBTAINED AT OR THROUGH THE WEBSITE AND/OR SERVICE. |
| 14.Other Restrictions. The Website and/or Service is available only to individuals who can enter into legally binding contracts under applicable law. Notwithstanding the foregoing, the Website and/or Service is not intended for use by individuals under the age of 18. If you are under the age of 18, you do not have authorization to use the Website and/or Service. Currently, Music of Faith™ is only available to residents of the United States. You understand and acknowledge that you may not register for, access, or use the Website and/or Service from countries other than the United States. You agree to abide by the applicable United States export control laws and any other applicable laws, rules and/or regulations with respect to the Service and Download Titles. |
| 15.Copyright Policy. Music of Faith™ respects the intellectual property of others, and we ask our users to do the same. Music of Faith™ may, in appropriate circumstances and at its discretion, disable and/or terminate the Memberships of those who may be infringing upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated at the Website and/or Service, please provide Music of Faith™' copyright agent with the following information:
Please send the requested information to: By mail: Copyright Claims c/o Music of Faith™ One Blue Hill Plaza, 5th Floor Pearl River, New York 10965 By email: copyright@MusicOfFaith.com |
| 16.Equipment. You shall be responsible for obtaining and maintaining all telephone, computer hardware and any and all other equipment needed for access to, and use of, the Website and/or Service, and all charges related thereto. In addition, you are solely responsible for obtaining and maintaining software and/or hardware to listen to Preview Titles and Download Titles. |
| 17.Miscellaneous. This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Website and/or Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of this Agreement. |
| 18.Legal Warning. Any attempt by any individual, whether or not an Music of Faith™ member, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of this Website and/or Service, is a violation of criminal and civil law and Music of Faith™ and/or Traffix will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. |
| 19.Customer Service. You may reach an Music of Faith™ customer service representative by sending an e-mail to: service@MusicOfFaith.com.
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