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DOWNLOADKIDSMUSIC.COM MEMBERSHIP AGREEMENT

Digital Strategy Group, LLC. operates DownloadKidsMusic.com, which is a retail site to distribute music and secondly a social networking service which allows Artists to create unique personal profiles online in order to entertain.  The services offered by DownloadKidsMusic include any DownloadKidsMusic-branded URL’s (the "DownloadKidsMusic Website"), the DownloadKidsMusic application developer service and other features (for example, music and video embedded players), DownloadKidsMusic mobile services, and any other features, content, or applications offered from time to time by DownloadKidsMusic in connection with DownloadKidsMusic’s business (collectively, the "DownloadKidsMusic Services"). 

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the DownloadKidsMusic Services.  By using the DownloadKidsMusic Services, you agree to be bound by this Agreement, whether you are a
"Visitor" (which means that you simply browse the DownloadKidsMusic Website, including through a mobile device, or otherwise use the DownloadKidsMusic Services without being registered) or you are a "Member" (which means that you have registered with DownloadKidsMusic) or you are an “Artist”..  The term "User" refers to a Visitor or a Member or an Artist. You are only authorized to use the DownloadKidsMusic Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it.  If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the DownloadKidsMusic Website and discontinue use of the DownloadKidsMusic Services immediately.  If you wish to become a Member, communicate with other Members and/or make use of the DownloadKidsMusic Services, you must read this Agreement and indicate your acceptance during the registration process.

In order to participate in certain DownloadKidsMusic Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from DownloadKidsMusic.  Unless otherwise provided by the additional terms and conditions applicable to the DownloadKidsMusic Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. 

DownloadKidsMusic may modify this Agreement from time to time and such modification shall be effective upon posting by DownloadKidsMusic on the DownloadKidsMusic Website.  Your continued use of the DownloadKidsMusic Services after DownloadKidsMusic posts a revised Agreement signifies your acceptance of the revised Agreement.  It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on or through the DownloadKidsMusic Services and that you provide to other Users.  Your DownloadKidsMusic profile may not include any form of Prohibited Content, as outlined in Section 8 below.  Despite this prohibition, information, materials, products or services provided by other DownloadKidsMusic Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and DownloadKidsMusic assumes no responsibility or liability for this material. DownloadKidsMusic reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the DownloadKidsMusic Services at any time, for any or no reason, with or without prior notice or explanation, and without liability.  DownloadKidsMusic expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the DownloadKidsMusic Services if DownloadKidsMusic determines, in its sole discretion, that you have violated this Agreement or pose a threat to DownloadKidsMusic and/or its Users.

1.   Eligibility. Use of the DownloadKidsMusic Services and registration to be a Member for the DownloadKidsMusic Services (“Membership”) is void where prohibited.  By using the DownloadKidsMusic Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the DownloadKidsMusic Services does not violate any applicable law or regulation. 

2.   Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the DownloadKidsMusic Services or are a Member.  You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page.  DownloadKidsMusic may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability.  Even after Membership is

3.   Fees. You acknowledge that DownloadKidsMusic reserves the right to charge for any portion of the DownloadKidsMusic Services and to change its fees (if any) from time to time in its discretion.  If DownloadKidsMusic terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

PLATINUM MEMBERS: For $8.00 per month, Platinum Members will receive 20 FREE music downloads (a $20 value) plus pdf content for al albums purchased, private promotions, and content not available to GOLD members. Credit cards will automatically be charged monthly unless this subscription service is cancelled. Upon cancellation, monthly payments will not be prorated but will round up to the next month.

4.   Password. When you sign up to become a Member, you will also be asked to choose a password.  You are entirely responsible for maintaining the confidentiality of your password.  You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party.  You agree to notify DownloadKidsMusic immediately if you suspect any unauthorized use of your account or access to your password.  You are solely responsible for any and all use of your account.

5.   Use by Members. The DownloadKidsMusic Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by DownloadKidsMusic.  DownloadKidsMusic reserves the right to remove commercial content in its sole discretion.  Illegal and/or unauthorized use of the DownloadKidsMusic Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the DownloadKidsMusic Website, or employing third party promotional sites or software to promote profiles for money, is prohibited.  Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges.  DownloadKidsMusic reserves the right to take appropriate legal action for any illegal or unauthorized use of the DownloadKidsMusic Services.

6.   Proprietary Rights in Content on DownloadKidsMusic.

a.       The DownloadKidsMusic Services contain Content of DownloadKidsMusic ("DownloadKidsMusic Content").  DownloadKidsMusic Content is protected by copyright, trademark, patent, trade secret and other laws, and DownloadKidsMusic owns and retains all rights in the DownloadKidsMusic Content and the DownloadKidsMusic Services.  DownloadKidsMusic hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the DownloadKidsMusic Content (excluding any software code) solely for your personal use in connection with viewing the DownloadKidsMusic Website and using the DownloadKidsMusic Services.

b.       The DownloadKidsMusic Services contain Content of Users and other DownloadKidsMusic licensors.  Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the DownloadKidsMusic Services. DownloadKidsMusic performs technical functions necessary to offer the DownloadKidsMusic Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the DownloadKidsMusic Services.


7.   Content Posted.

a.         DownloadKidsMusic may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of DownloadKidsMusic violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. DownloadKidsMusic assumes no responsibility for monitoring the DownloadKidsMusic Services for inappropriate Content or conduct.  If at any time DownloadKidsMusic chooses, in its sole discretion, to monitor the DownloadKidsMusic Services, DownloadKidsMusic nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

b.        You are solely responsible for the Content that you post on or through any of the DownloadKidsMusic Services, and any material or information that you transmit to other Members and for your interactions with other Users.

8.    Content/Activity Prohibited.    The following are examples of the kind of Content that is illegal or prohibited to post on or through the DownloadKidsMusic Services.  DownloadKidsMusic reserves the right to investigate and take appropriate legal action against anyone who, in DownloadKidsMusic's sole discretion, violates this provision, including without limitation, removing the offending Content from the DownloadKidsMusic Services and terminating the Membership of such violators.  Prohibited Content includes, but is not limited to, Content that, in the sole discretion of DownloadKidsMusic:

a.        is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;  harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18; publicly posts information that poses or creates a privacy or security risk to any person; constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;   involves commercial activities and/or sales without prior written consent from DownloadKidsMusic such as contests, sweepstakes, barter, advertising, or pyramid schemes;  includes a photograph or video of another person that you have posted without that person's consent;  for Artist and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

9.   Protecting Copyrights and Other Intellectual Property. DownloadKidsMusic respects the intellectual property of others, and requires that our users do the same.  You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity.  DownloadKidsMusic has the right to terminate the Membership of infringers.

If you believe your work has been copied and posted on or through the DownloadKidsMusic Services in a way that constitutes copyright infringement, please send DownloadKidsMusic's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the DownloadKidsMusic Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or a authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.  DownloadKidsMusic's Copyright Agent for notification of claimed infringement can be reached as follows:

10. Member Disputes. You are solely responsible for your interactions with other DownloadKidsMusic Members.  DownloadKidsMusic reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.

11. Privacy. Use of the DownloadKidsMusic Services is also governed by our Privacy Policy, which is found on our website.

12. Disclaimers. DownloadKidsMusic is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the DownloadKidsMusic Services, whether caused by Users of the DownloadKidsMusic Services or by any of the equipment or programming associated with or utilized in the DownloadKidsMusic Services and such User Content does not necessarily reflect the opinions or policies of DownloadKidsMusic.  Profiles and third party applications created and posted by Members on the DownloadKidsMusic Website may contain links to other websites.  DownloadKidsMusic is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by DownloadKidsMusic.  Inclusion of any linked website on the DownloadKidsMusic Services does not imply approval or endorsement of the linked website by DownloadKidsMusic.  When you access these third party sites, you do so at your own risk.  DownloadKidsMusic takes no responsibility for third party advertisements or third party applications that are posted on or through the DownloadKidsMusic Services, nor does it take any responsibility for the goods or services provided by its advertisers. DownloadKidsMusic is not responsible for the conduct, whether online or offline, of any User of the DownloadKidsMusic Services.  DownloadKidsMusic assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication.  DownloadKidsMusic is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the DownloadKidsMusic Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the DownloadKidsMusic Services.  Under no circumstances shall DownloadKidsMusic be responsible for any loss or damage, including personal injury or death, resulting from use of the DownloadKidsMusic Services, attendance at a DownloadKidsMusic event, from any User Content posted on or through the DownloadKidsMusic Services, or from the conduct of any Users of the DownloadKidsMusic Services, whether online or offline.  The DownloadKidsMusic Services are provided "AS-IS" and as available and DownloadKidsMusic expressly disclaims any warranty of fitness for a particular purpose or non-infringement.  DownloadKidsMusic cannot guarantee and does not promise any specific results from use of the DownloadKidsMusic Services.

13. Limitation on Liability. IN NO EVENT SHALL DOWNLOADKIDSMUSIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE DOWNLOADKIDSMUSIC SERVICES, EVEN IF DOWNLOADKIDSMUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DOWNLOADKIDSMUSIC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DOWNLOADKIDSMUSIC FOR THE DOWNLOADKIDSMUSIC SERVICES DURING THE TERM OF MEMBERSHIP.

14. U.S. Export Controls. Software available in connection with the DownloadKidsMusic Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the DownloadKidsMusic Services or otherwise exported or re-exported in violation of U.S. export laws.  Downloading or using the Software is at your sole risk.

15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions.  You and DownloadKidsMusic agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the DownloadKidsMusic Services.  EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

 

16. Indemnity. You agree to indemnify and hold DownloadKidsMusic, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the DownloadKidsMusic Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the DownloadKidsMusic Services causes DownloadKidsMusic to be liable to another.

17. Other. This Agreement is accepted upon your use of the DownloadKidsMusic Website or any of the DownloadKidsMusic Services and is further affirmed by you becoming a Member.  This Agreement constitutes the entire agreement between you and DownloadKidsMusic regarding the use of the DownloadKidsMusic Services.  The failure of DownloadKidsMusic to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect. DownloadKidsMusic is a trademark of DownloadKidsMusic, Inc.  This Agreement operates to the fullest extent permissible by law.  If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.