THESE WEBSITE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF THE MUSIC AUDIO EXCHANGE, INC. WEBSITE (THE “SITE”) OPERATED, PROVIDED BY, OR MANAGED BY MUSIC AUDIO EXCHANGE, INC. AND ITS SUBSIDIARIES AND OWNED BRANDS (COLLECTIVELY, “MAX”). PLEASE READ THESE TERMS BEFORE USING OR CONTINUING TO USE THE SITE. BY USING OR CONTINUING TO USE THE SITE, YOU AFFIRM THAT YOU (A) ARE AT LEAST 18 YEARS OLD AND RESIDE IN THE UNITED STATES, OR ARE OF LEGAL AGE TO FORM A BINDING CONTRACT IN YOUR TERRITORY OR COUNTRY OF RESIDENCE, AND (B) AGREE TO BE LEGALLY BOUND AND ABIDE BY ALL TERMS AND CONDITIONS CONTAINED IN THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SITE. THESE TERMS MAY BE UPDATED FROM TIME TO TIME. 

PLEASE NOTE THAT IF YOU ARE USING THE SITE AS A BRAND OR AN ARTIST AND YOU HAVE AN ACTIVE SERVICES AGREEMENT WITH MAX, ADDITIONAL AND/OR DIFFERENT TERMS MAY APPLY TO YOUR USE OF THE MAX SERVICES. PLEASE REVIEW YOUR SERVICES AGREEMENT WITH MAX FOR ADDITIONAL INFORMATION.

1. Access to the Site

MAX reserves the right to withdraw or amend the Site, and any service, content, material, or information provided by or presented on the Site (“Content”), in its sole discretion without notice from time to time. MAX will not be liable if for any reason if all or any part of the Site is unavailable at any time or for any period. MAX assumes no responsibility regarding the accuracy, availability, currency, or usefulness of the Content.

2. Privacy Policy

All information MAX collects through the Site is subject to MAX’s Privacy Policy. By using the Site, you consent to MAX’s use of your information in compliance with MAX’s Privacy Policy.

3. Ownership of the Site and Content

The MAX name, the MAX logo and all related names, logos, product and service names, designs, and slogans are the registered and unregistered trademarks of MAX, its licensors, or other providers of such material. You are prohibited from using such marks, except as otherwise permitted by these Terms or MAX in a prior writing. MAX and its licensors retain all right, title, and interest in and to the Site and the Content (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), and any derivative works or other modifications thereof, including, without limitation, all copyright, trademark, trade secret and other intellectual property rights. You hereby assign to us all right, title and interest (including all intellectual property rights) throughout the world that you currently have or may later acquire in the Site or the Content (including with respect to any modifications suggested by, or other contributions made by, you). Assignment of intellectual property rights shall be deemed effective as to any future modifications or contributions of the Site or the Content immediately upon the creation thereof. 

4. Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• Modify, duplicate, transmit, distribute, present, upload, publish, license, or sell any Content from the Site;
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text;
• Delete or alter any copyright, trademark, or other proprietary rights notices from Content on the Site;
• Use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
• Send, knowingly receive, upload, download, use, or re-use any material in violation of these Terms;
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by MAX, may harm MAX or users of the Site or expose them to liability;
• Use any bot or any other automated technology to access the Site for any purpose, including monitoring or copying any Content on the Site;
• Use any manual process to monitor or copy any Content on the Site or for any other unauthorized purpose without MAX’s prior written consent;
• Use any device, software or routine that interferes with the proper working of the Site;
• Introduce any viruses or other harmful or malicious software to the Site;
• Interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site; or
• Otherwise attempt to interfere with the proper working of the Site.

You agree that MAX has the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site. 

5. Intellectual Property Rights

You retain all right, title, and interest in and to your registered and unregistered trademarks and copyrights as you make available or upload to the Site. You hereby grant MAX a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publicly display, translate, and distribute any trademarks and copyrights made available by you on the Site to provide certain services to you. For specific customized services that MAX may provide via the Site, you also grant MAX a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publicly display, translate, and distribute any trademarks and copyrights made available by you on third party public platforms including, but not limited to, social media websites. You warrant that you own or control all rights in and to your trademarks and copyrights and have the right to grant the license to MAX and its affiliates and service providers, and each of their and MAX’s respective licensees, successors and assigns.

6. Copyright Infringement

If you believe that anything on the Site infringes your copyright protected material, please provide MAX with written notice of such infringement. Such notice must include the following to be in compliance with the U.S. Digital Millennium Copyright Act (“DMCA”):

• The physical or electronic signature of the copyright owner, or the physical or electronic signature of a person authorized to act on their behalf; 

• Identification of the copyrighted material claimed to have been infringed; 

• Identification of the copyrighted material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material; 

• Your contact information, including, your address, telephone number, and an email address; 

• A statement by you that you have a good faith belief that use of the copyrighted material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

• A statement that the information in the notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. 

Send the notice to MAX’s designated agent for notice of alleged copyright infringement at:

 

MAX reserves the right to remove and/or restrict access to any Content alleged to be infringing. MAX may do so in its sole discretion, without prior notice, and without liability to you. In appropriate circumstances and in MAX’s sole discretion, MAX will also terminate a user’s account if the user is determined to be a repeat infringer.

7. Account Security

Some Site functionality may be available upon your registration of an account on the Site. You are responsible for maintaining the confidentiality and use of your user id and password, and for any activities conducted through your account. You agree to notify MAX as soon as you discover any unauthorized use of your user id and password.

8. User Content and Contributions

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and/or other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site. All User Contributions, Interactive Services, and posts must comply with the Content Standards (as set forth in Section 9 of these Terms). Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant MAX and its affiliates and service providers, and each of their and MAX’s respective licensees, successors and assigns a non-exclusive, worldwide, royalty free license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such User Contribution for any purpose. You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and MAX’s affiliates and service providers, and each of their and MAX’s respective licensees, successors and assigns;
• All of your User Contributions do and will comply with these Terms;
• You are responsible for any User Contributions you submit or contribute and you, not MAX, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness; and
• MAX is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site.

9. Content Standards

These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services (as set forth in Section 8 of these Terms). User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or MAX’s Privacy Policy;
• Be likely to deceive any person;
• Promote any illegal activity, or advocate, promote or assist any unlawful act;
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
• Give the impression that they emanate from or are endorsed by MAX or any other person or entity, if this is not the case.

10. Monitoring and Enforcement; Termination

We use a combination of automated systems and a team of moderators to monitor and review accounts and messages for User Contributions and any other content that indicates violations of these Terms. MAX has the right to:

• Suspend or terminate any account, restrict access to the Site, or make use of any operational, technological, legal or other means available to enforce these Terms (including without limitation blocking specific IP addresses), at any time without liability and without the need to give you prior notice;
• Suspend or terminate any account without notice (1) for violating these Terms, (2) due to your conduct on the Site, or your conduct with other users of the Site (including your “offline” conduct), if MAX, in its sole discretion, determine your conduct was inappropriate or improper, (3) if MAX or MAX’s affiliates, in MAX’s or such affiliates’ sole discretion, determine your conduct on other websites or apps operated by MAX’s affiliates was inappropriate or improper, or (4) for any reasons whatsoever that MAX deems, in its sole discretion, justifies termination;
• Remove or refuse to post to the Site any User Contributions for any or no reason in MAX’s sole discretion;
• Take any action with respect to any User Contribution that we deem necessary or appropriate in MAX’s sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards (as set forth in Section 9 of these Terms), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for MAX;
• Disclose your identity or other information about you to any third party if material posted by you violates their rights, including their intellectual property rights or their right to privacy; or
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site. 

YOU HEREBY WAIVE AND HOLD HARMLESS MAX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES IN RELATION TO YOUR USE OF THE SITE. WE ASSUME NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS, COMMUNICATIONS OR CONTENT PROVIDED BY ANY USER OR THIRD PARTY. WE HAVE NO LIABILITY OR RESPONSIBILITY TO ANYONE FOR PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES DESCRIBED IN THIS SECTION.  

11. Third Party Websites

Third party websites, which are linked to or from the Site (such as those for artist ticket sales and charitable donations), are independently owned, operated, and managed by such third parties. Third party websites are not under the control and/or supervision of MAX, and MAX does not warrant or guarantee the contents thereof. Any correspondence or business dealings between you and third party advertisers on the Site are between you and such third party advertisers. MAX is not responsible or liable for any loss or damage as a result of such correspondence or business dealings. When using third party websites, please confirm the terms of use and privacy policy of each such third party website. MAX assumes no responsibility for information provided by third party websites or any damage caused by your use of such third party websites. 

12. Links to Site

You may link to the Site, provided you (i) do so in a way that is fair and legal and does not damage MAX’s reputation or take advantage of it, and (ii) do not suggest any form of association, approval or endorsement on MAX’s part.  If you would like to use, reprint, frame, or redistribute any Content on the Site other than as permitted herein, you must request permission from MAX in writing to info@max.live. Please include: (a) your name, e-mail address, and telephone number; (b) the name of your company (if applicable); (c) the website address(es) where the proposed use will occur; and (d) specific details about the contemplated linking or framing activities, including the content or webpage(s) of the Site which you would like to use. You agree that you are liable for any Content or links that you publish directly or through a third party.

13. Services

If you are an artist or brand, you may request certain commercial services to be performed by MAX under a separate agreement to be provided by MAX (“Services”). Such Services may include, but are not limited to, software-as-a-service, customized services, sweepstakes offers, or other professional services provided by MAX on your behalf for your fans via the Site. You agree to negotiate the Services with MAX under the terms and conditions of the applicable agreement.

14. Feedback

Your ideas, suggestions questions, suggestions, comments, feedback, ideas, or other information regarding MAX or the Site (including, but not limited to, those related to improvements, additions, or other aspects for MAX or the Site) that you provide to MAX, whether solicited or not by the Site (collectively, “Feedback”) are the exclusive property of MAX. If you send MAX Feedback, regardless of application, MAX assumes that you have sent them to MAX after accepting that, regarding those ideas, MAX assumes no obligation regarding their confidentiality. 

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, MAX MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE SITE, CONTENT, OR SERVICES: (A) ARE FIT FOR A PARTICULAR PURPOSE; (B) DO NOT INFRINGE THIRD PARTY RIGHTS; (C) ARE ACCURATE OR ERROR FREE OR WILL MEET YOUR NEEDS OR REQUIREMENTS; OR (D) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.

16. Limitation of Liability

IN NO EVENT WILL MAX, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Assumption of Risk

You agree and understand that you assume all risks when using the Site, including without limitation any and all of the risks associated with any online interactions with other users or visitors of the Site.

18. Indemnification

You agree to defend, indemnify and hold harmless MAX, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site, including, but not limited to, User Contributions or your use of any Content or materials obtained from the Site.

19. Governing Law and Dispute Resolution

Use of the Site and interpretation and application of these Terms are in compliance with the laws of the State of Texas. Any disputes arising out of or related to the Site shall be tried only in the Federal or State court with competent jurisdiction located in Frisco, Texas. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by confidential binding arbitration administered in Frisco, Texas by the American Arbitration Association (“AAA”) in accordance with its Arbitration Rules then in effect. There shall be one arbitrator agreed to by you and MAX (the “Arbitration Parties”) within twenty (20) days of a written request for arbitration. If the Arbitration Parties cannot agree, an arbitrator will be appointed by the AAA in accordance with its Arbitration Rules. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. You shall bear your own costs in connection with any arbitration hereunder. Nothing herein shall prevent MAX from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over you and the subject matter of the dispute as is necessary to protect its proprietary rights.

20. Waiver and Severability

If any provision of these Terms is judged to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remainder shall not be affected. MAX’s failure to enforce any provision of these Terms shall not be deemed a waiver of the provision or any right under these Terms.

21. Entire Agreement

These Terms and MAX’s Privacy Policy constitute the sole and entire agreement between you and MAX with respect to the Site, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. These Terms and all of your rights and obligations under the Terms are not assignable or transferable by you without MAX’s prior written consent. MAX may freely assign, transfer, or delegate these Terms or any of MAX’s rights and obligations under them.

22. Contact

The Site is operated by Music Audience Exchange, Inc., 2595 Dallas Parkway, Suite 440, Frisco, Texas 75034. All feedback, comments, requests for technical support and other communications relating to the Site should be directed to: info@max.live.