Terms of Service

Effective Date: November 29, 2013 PLEASE READ THESE TERMS OF USE ("Terms") CAREFULLY BEFORE USING THE SITE (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE. YOU AGREE TO THESE TERMS BY ACCESSING OR USING THE SITE. These Terms apply to the aliciakeys.com web site, as well as any applications, widgets or online services that are owned or controlled by Alicia Keys Worldwide ("AKW," "we," "our," or "us"") and that post a link to these Terms (collectively, the "Site"). Unless otherwise stated in writing, these Terms do not apply to your offline business dealings with AKW. When using particular services or features of the Site, including downloading content from the Site, both these Terms and a separate contract, terms of service, or a similar agreement ("Additional Terms") may apply to your use of that service or feature. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. ARBITRATION NOTICE: Except for certain types of disputes described in the "Governing Law; Disputes" section below, you agree that all disputes between you and AKW with regard to these Terms and your use of the Site will be resolved by binding, individual ARBITRATION and you waive your right to participate in a class action lawsuit or class-wide arbitration. OWNERSHIP OF SITE MATERIALS The Site includes all materials that comprise or are otherwise a part of the Site (including past, present and future versions of the Site), including, without limitation: graphics; layout; text; instructions; images; graphs; charts; trademarks, logos, service marks; software (including HTML-based programs); audio; animations; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; artwork; information; data; reports; designs; compilation; advertising copy; domain names; any and all copyrightable material (including source and object code); the "look and feel" of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, "Materials"). The Materials are owned by or licensed to AKW and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by AKW, no rights in the Materials (whether by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Site. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED. Subject to your strict compliance with these Terms and any Additional Terms, AKW grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Site or reverse engineer, modify or attempt to discover any source code associated with the Site. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Site. Any and all rights to use the Site that are not expressly granted to you under these Terms are reserved by AKW or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way AKW's rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability. YOUR CONTRIBUTIONS A. User Submissions The Site may provide you with the opportunity to participate in and post content publicly through chat rooms, forums, interactive features, or other communication functionality ("Community Features"). Additionally, you may choose, through such features or through submission forms or otherwise, to submit or post stories, photographs, videos, audio, questions, comments, feedback, suggestions or other content, (collectively, "Submissions"). You remain the owner of your Submissions, but you acknowledge that AKW must have a license from you in order to accept your Submissions. Accordingly, when you submit a Submission, you automatically and irrevocably grant to AKW an unrestricted, unconditional, unlimited, worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use your Submissions, including without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in your Submissions. B. Collaborative Works Creation of Collaborative Works. AKW may provide to you musical compositions, sound recordings, or stems ("Samples") through the Site that are designated by AKW as being available for you to manipulate, combine, or remix. A musical work (including the sound recording and musical composition) created by such manipulation, combination, or remixing of the Samples, together with any album art, metadata such as ID3 tags, and any other material connected with the musical work, is referred to in these Terms as a "Collaborative Work" or "Collaborative Works." License to You to Create Collaborative Works. AKW and, as applicable, its licensors, hereby grant you, solely for the purpose of creating a Collaborative Work, a non-exclusive license to copy the Samples and to create derivative works therefrom; provided, however, that you assign all right, title and interest in the Collaborative Work to AKW as set forth below. AKW's Ownership and Use of Collaborative Works. By using a Sample or any portion thereof to create or incorporate into a Collaborative Work, regardless of whether you submit such Collaborative Work to AKW, you hereby irrevocably assign to AKW all right, title and interest in and to such Collaborative Work, including all right, title and interest in the derivative work you have created, plus the constituent elements that are original to you. All Collaborative Works become property of AKW and will not be returned, and may be used by AKW in any manner, in any media, now known or hereafter devised, worldwide, in perpetuity. If this paragraph is found to be void or unenforceable by a court of competent jurisdiction, you grant to AKW the licenses provided in Section 2.A.(2) above. Limited Purpose of Collaborative Work. You agree that you will not use any Collaborative Work or the Samples included within it for any purpose other than as provided on the Site when the Samples are made available to you, or otherwise make the Collaborative Works or the Samples available to or through any channel or means other than by uploading them to the Site or other platform expressly authorized in writing by AKW, as per the instructions provided when the Samples are made available. Any use of the Samples or the Collaborative Work by you not expressly authorized in these Terms, including but not limited to making copies, distribution, public performance, public display, and creation of derivative works, is prohibited and may be grounds for legal action and disqualification from any contest or promotion. AKW's Right to Edit and Revise. You acknowledge and agree that AKW will have the right to edit or otherwise revise each Collaborative Work for any reason, including without limitation, for creative reasons, for technical reasons, or to comply with any of AKW's obligations. AKW will have the right, but not the obligation, to publicly attribute a Collaborative Work or any derivative thereof to you. C. Terms Applicable to Submissions and Collaborative Works ("Contributions") As used in these Terms, the term "Contributions" will refer collectively to Submissions and Collaborative Works. Responsibility for Contributions. You understand that you are solely responsible for your Contributions, however submitted. AKW does not control the Contributions made available via the Site and therefore does not guarantee the accuracy, integrity or quality of Contributions. You represent and warrant that your Contributions comply with the Contributions Requirements set forth below and do not contain any content that: libels, defames, or invades or violates the privacy of, another person, or is indecent, obscene, pornographic, abusive, or threatening (in AKW's sole discretion); or infringes any intellectual property right of any entity or person, including, but not limited to, violating copyrights or trademarks or any right of publicity, or otherwise violates any law. AKW assumes no responsibility or liability arising from or related to any Contributions you submit or post, including responsibility or liability for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information you submit or post. If you include personally identifiable information in public postings through the Community Features, you may receive unsolicited messages from third parties. Further, AKW cannot ensure the security of any information you post on publicly available areas of the Site. You understand that by using the Site, you may be exposed to Contributions or other content that are offensive or objectionable. Except as otherwise expressly described in the Privacy Policy , any applicable Additional Terms or otherwise on the Site, your Contributions, whether submitted via the Site or otherwise to AKW, will be treated as non-confidential and non-proprietary and AKW will not be liable for any use or disclosure to anyone, including but not limited to claimed intellectual property owners. AKW has no obligation to monitor the Site or any Contributions made available via the Site. However, you acknowledge and agree that AKW has the right to monitor the Site and Contributions you make and the right (but not the obligation) to delete, edit, move, or disable any such Contributions in whole or in part, subject to AKW's sole discretion. AKW reserves the right to suspend or terminate your access to the Site at any time. Under no circumstances will AKW be liable in any way for any of your Contributions including, but not limited to, any errors or omissions in your Contributions, any loss of your Contributions, or any loss or damage of any kind incurred as a result of your Contributions. You agree and understand that the AKW Parties (as defined below) are not obligated to post or use your Contributions submitted through the Site or otherwise, and may alternatively choose to discard or remove your Contributions without any liability whatsoever. You hereby authorize AKW to publish your Contributions in a searchable format that may be accessed by users of the Site and the Internet. You acknowledge and agree that AKW does not have now, nor shall it have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the protection of your Contributions or any part thereof. You agree that AKW has no obligation to monitor or enforce your intellectual property rights to any Contributions but has the right to protect and enforce its rights to any Contributions. Unsolicited Contributions. Please do not send unsolicited Contributions to the Site or any AKW Party. AKW does not accept unsolicited Contributions, including, without limitation, for any products or services. Please do not make any such unsolicited Contributions to AKW through the Site, including through Community Features, by e-mail, or otherwise. However, if you decide to make an unsolicited Submission, you hereby grant to AKW the right and license to your Submission as set forth in Section 2.A.(2) [LINK] above. If you decide to make an unsolicited Collaborative Work, you assign your rights to AKW in the Collaborative Work as set forth in Section 2.B.(3) [LINK] above. AKW's Right to Use Contributions. You further agree that AKW and its affiliates, including without limitation, direct and indirect subsidiaries, sister and parent companies, predecessors and successors to any interest, licensees, distributors and assignees, and the officers, directors, shareholders, agents, representatives, employees, and suppliers of each of them (each, an "AKW Party" and, collectively, the "AKW Parties") will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, post, translate, reproduce, distribute (through multiple tiers), publish, transmit, broadcast, display, disclose, modify, adapt, create derivative works based upon, perform (whether publicly, digitally or otherwise), develop, manufacture, distribute and use for advertising, marketing, publicity and promotional purposes, any of your Contributions or portions of your Contributions, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products. You hereby waive any moral rights you may have in and to any of your Contributions, even if the Contribution or a derivative work is altered or changed in a manner not agreeable to you. Other Similar Material. You acknowledge that AKW may be working on or developing material similar or the same in nature to your Contributions and that AKW may have received similar or the same intellectual property rights from another party. AKW owes you no obligation with respect to your Contributions unless you and AKW enter a written agreement to that effect. If your Contributions are subject to protection under intellectual property rights laws, you are responsible for seeking and securing any such protection that may be available to you. Any discussion or negotiations between you and AKW regarding your Contributions do not constitute AKW's recognition of the novelty or originality of your Contributions. Contributions Requirements. When you contribute, upload or otherwise provide your Contributions to the Site, you agree to comply with the following requirements: Contributions must be your own. All Contributions must be created by you and you must have all rights in the Contributions; or, all persons who contributed in any way or have any rights to your Contributions, or otherwise appear in the Contributions, must have given you permission to upload and distribute the Contributions on the Site and elsewhere. Upon AKW's request, you will furnish to AKW any documentation, substantiation or releases necessary to verify your compliance with these Terms. No third party materials. Your Contributions should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any Contributions that belong to other people without their permission � this means you absolutely may not include any content owned or created by someone else, including no uploading or copying of content you found elsewhere on the Internet without proper permission. Only you, your friends and family may appear in Contributions. If you upload photos or videos to the Site, make sure they are of you or of you and someone you know � but only with their express permission to post it. Original music only. To the extent a Collaborative Work you submit contains any materials other than Samples, your Contributions may not contain any music unless you wrote it and performed it. You may not use any jingles, sampling or other existing music, except as expressly authorized by this Agreement. Keep Contributions relevant. Your Contributions should relate to the content on the Site and should be intended to add to the discussion on the Site � they should not include irrelevant topics or postings. Follow codes of social decency. Cursing, harassing, stalking, and personal attacks are prohibited. Your Contributions may not threaten abuse or harm to others. Your Contributions may not include any negative comments that are connected to race, national origin, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit. No Contributions that are violent, illegal or promote inappropriate activity. Your Contributions must not violate any law. Your Contributions may not promote any illegal activity and your Contributions may not promote violence nor describe how to perform a violent act. We reserve the right to take any action that we deem appropriate, in our sole discretion, including reporting you to law enforcement. Represent yourself truthfully. Do not impersonate any other person, user, AKW or other company. Do not upload or post Contributions that you know or reasonably believe may be false, fraudulent, deceptive, inaccurate, misleading or that misrepresent your identity or affiliation with a person or AKW or any other company. Keep private information private. Remember that Community Features are public and Contributions will be accessible and viewable by other users. Do not post personal information (for example, never reveal your passwords, phone number, address, email address or similar information). If there is something you do not want the world to see, do not post it publicly on the Site. Further, your Contributions may not reveal another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is personal in nature. No Contributions for commercial purposes. Your Contributions may not advertise or promote a product or service. You may not use your Contributions to raise money for anyone or for a pyramid or other multi-tiered marketing scheme. Do not damage the Site or anyone's computers. Contributions may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately. PROHIBITED CONDUCT You agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized AKW employee. You agree not to violate or interfere with the security of the Site, attempt to gain unauthorized access to the Site, data, materials, information, computer systems or networks connected to any server associated with the Site, through hacking, password mining or any other means, or otherwise bypass or circumvent any measure employed to limit or prevent access to the Site or Materials. You also agree not to take or attempt any action that, in the sole discretion of AKW, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or AKW's infrastructure. You further agree not to use the Site for any unlawful purpose. USER INTERACTIONS AND DISPUTES You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS You may not use the Site for any purpose or in any manner that infringes the rights of any third party. AKW encourages you to report any content on the Site that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Site infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), AKW has a designated agent for receiving notices of copyright infringement and AKW follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide AKW's copyright agent (copyright agent contact information is set forth below) the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) 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. If you believe that any content on the Site contains content that violates your rights other than copyrights, please provide AKW at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you. Please send (a) your notice of claims of copyright infringement on or regarding the Site, or (b) a complaint regarding alleged violation of rights other than copyrights, to AKW's copyright agent, who can be reached as follows: By email to: akw@ak-worldwide.com (with subject "AKW Copyright Complaints") By postal mail to: AK-Worldwide, 520 West 27th street (suite 1001), New York, NY. 10001, Attn: AKW DMCA Notices. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. AKW will provide you with notice if your Contribution has been removed based on a third party complaint of alleged infringement of a third party's intellectual property rights. INDEMNIFICATION You agree to indemnify, defend and hold each of the AKW Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorneys' fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach or anticipatory breach of these Terms, including, without limitation, any violation of the Contributions Requirements [LINK] of these Terms; (b) your use of the Site or activities in connection with the Site (including use of Social Features or Social Distribution); (c) your Contributions; (d) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the AKW Parties' use of your information as permitted under these Terms, the Privacy Policy, or any written agreement between you and AKW. You will cooperate as fully required by the AKW Parties in the defense of any claim. AKW reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of AKW. This Section will survive the termination of these Terms. DISCLAIMERS THE SITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, DOWNLOADS, MOBILE FEATURES, SOCIAL DISTRIBUTION, SOCIAL FEATURES, AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SITE) ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE AKW PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, THE AKW PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER(S) THAT MAKES THE SITE AVAILABLE) IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL INTERNET ACCESS SERVICES, DEVICE HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND FOR ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF ANY AKW PARTY, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. FURTHER, THE AKW PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, AKW SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE SITE. THE AKW PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, DEATH, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) BASED UPON OR RESULTING FROM ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER SUBMISSIONS MADE OR DISPLAYED ON THE SITE BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE SITE). PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON THE SITE. A POSSIBILITY EXISTS THAT THE SITE COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE SITE BY THIRD PARTIES. ALTHOUGH AKW ATTEMPTS TO ENSURE THE INTEGRITY OF THE SITE, THE AKW PARTIES MAKE NO GUARANTEES AS TO COMPLETENESS OR CORRECTNESS OF THE SITE. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE AKW PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE SITE (INCLUDING THE SITE AND ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS, MOBILE FEATURES, SOCIAL DISTRIBUTION, SOCIAL FEATURES, AND THE MATERIALS AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SITE); (B) YOUR USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE AKW PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN TECHNICAL OPERATION OF THE SITE; OR (F) ANY DAMAGE TO ANY USER'S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE AKW PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SITE). WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE AKW PARTIES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. IN NO EVENT WILL THE AKW PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF THE AKW PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. AKW SHALL BE EXCUSED FROM PERFORMANCE UNDER THESE TERMS TO THE EXTENT AKW IS PREVENTED FROM OR DELAYED FOM PERFORMING, IN WHOLE OR IN PART, AS A RESULT OF AN EVENT OR SERIES OF EVENTS CAUSED BY OR RESULTING FROM (1) WEATHER CONDITIONS OR OTHER ELEMENTS OF NATURE OR ACTS OF GOD, (2) ACTS OF WAR, TERRORISM, INSURRECTION, RIOTS, CIVIL DISORDERS, OR REBELLION, (3) QUARANTINES OR EMBARGOES, (4) LABOR STRIKES, OR (5) OTHER CAUSES BEYOND THE REASONABLE CONTROL OF AKW. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF AKW'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITE OR ANY OF AKW'S WEB SITES, PROPERTY, PRODUCTS, SERVICES, CONCERTS, MUSIC, VIDEOS, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE AKW PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR ANY OTHER AKW WEB SITE, PROPERTY, PRODUCT, SERVICE, CONCERT, MUSIC, VIDEO, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE AKW PARTIES. BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." GOVERNING LAW; DISPUTES; ARBITRATION THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN THE VALIDITY AND INTERPRETATION OF THESE TERMS AND ALL CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS, THE TERMINATION OF THESE TERMS, OR THE USE OF THE SITE (OR ANY OF THEM). Except for disputes relating to the infringement of your or AKW's intellectual property (such as trademarks, trade dress, copyright and patents) or where AKW is seeking a preliminary injunction ("Excluded Disputes"), you agree that all disputes between you and AKW (whether or not such dispute involves a third party) with regard to these Terms or your use of the Site, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. Neither you nor AKW will participate in a class action or class-wide arbitration for any claims covered by these Terms. This dispute resolution provision will be governed by the Federal Arbitration Act and, where consistent, California law. The arbitration will be conducted in Los Angeles, California, in the English language by three arbitrators appointed in accordance with the American Arbitration Association's Rules. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrators will not have authority to award punitive or exemplary damages. You agree that any action at law or in equity relating to the arbitration provision of these Terms or the Excluded Disputes will be filed only in the state or federal courts located in Los Angeles, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. MEMBERSHIP & REGISTRATION Certain areas of the Site may require registration or may otherwise ask or require you to provide information to use certain services or features. When you choose to provide information to the Site, you agree to provide only true, accurate, current and complete information. If you register with us, you agree to be responsible for any activities that occur under your account or password, and you agree you will not sell or otherwise transfer your membership or any membership rights. AKW reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Site, including, without limitation, those governing your transmission or use of any software or data. SOCIAL DISTRIBUTION AKW grants you the limited, revocable permission, subject to the restrictions in these Terms, to engage in the following personal uses of Materials that include the ability to share Materials with others ("Social Distribution"): (a) sending Materials to friends or acquaintances at no charge; (b) posting and displaying a copy of Materials on a personal website; or (c) posting and displaying a copy of the Materials on a third party website that permits users to post content, so long as the posting is allowed pursuant to the third party website's terms and conditions and policies, and provided that the third party website does not charge for access to those materials or associate those materials with products, services or advertising. If you engage in Social Distribution, you agree that you will not post any performance claims about an AKW product or service through your Social Distribution and that only AKW may make claims, promises or statements on behalf of AKW about its products and services. You also agree that you will not imply that you and AKW are affiliated in any way or that AKW approves of your Social Distribution. Except as otherwise permitted by these Terms, or expressly in writing by AKW, you may not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Materials. AKW may, and reserves the right to, revoke AKW's permission for Social Distribution at any time and for any reason, and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection the Social Distribution of Materials. DOWNLOADS If you download any software or files from the Site, including, without limitation, any audio files, video files, data files, images incorporated in or generated by the software or files, data accompanying the download, and any files transmitted to you as part of a AKW newsletter or similar services (collectively, the "Downloads"), you are granted a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license in such Downloads by us or the owner of the Downloads, provided that you agree to the terms or end user license agreement (if any) applicable to the Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we or the owner of such Downloads retain all right, title, and interest in and to the Downloads, and all intellectual property rights in the Downloads. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form, or transfer the Downloads to any third party. Any Downloads are done at your own discretion and risk and you will be solely responsible for any damage to your Device or loss of data that results from such Downloads. MOBILE FEATURES The Site may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view Materials, upload content to the Site, receive messages from AKW, download applications to your mobile device, or access features of the Site (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the relevant Mobile Feature. Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions may require you to text a keyword (e.g., "STOP") to the applicable short code for the Mobile Feature. If you sign up to receive promotional or marketing text messages from us, you agree that AKW may send text messages using an autodialer to the number you provide. You acknowledge and agree that you are not required to receive our text messages, and that you are not required to agree to receive text messages as a condition of purchasing any property, goods, or services. You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding AKW or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify AKW promptly of any changes to your mobile number. SWEEPSTAKES, CONTESTS, AND PROMOTIONS Any sweepstakes, contests, or promotions ("Promotions") accessible through the Site may be governed by their own set of official rules, which may have eligibility requirements, such as certain age or geographic area restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable Promotion. JURISDICTIONAL ISSUES The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject AKW to any registration requirement within such jurisdiction or country. AKW controls and operates the Site from facilities located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. AKW reserves the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in its sole discretion, and to limit the quantities of any content, program, product, service or other feature that AKW provides. Software related to or made available by the Site may be subject to United States export controls. Thus, no software from the Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States government has embargoed goods or designated as a "terrorist supporting country"; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Table of Deny Orders, or any other U.S. Government list of prohibited or restricted parties. By downloading any software related to the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. LINKS TO THIRD PARTY CONTENT & SOCIAL FEATURES The Site may provide links to certain web sites, services and features that are provided by third parties, including advertisers. Functionality on the Site may also permit interactions between the Site and a third party web site or online feature, including applications that connect the Site or your profile on the Site with a third party site. For example, the Site may include features enabling you to indicate on a third-party web site or service that you "like" certain Site content, to share Site content on a third-party web site or service, to log-in to the Site using your username and password for a third-party web site or service, to transmit content to the Site (such as remixes) from your account on a third-party web site or service, and to otherwise connect the Site to a third-party web site or service. Using this functionality typically requires you to login to your account on the third party site and you do so at your own risk. We do not control any of these third party web sites or services or any of their content. Accordingly, you understand and agree that we are not responsible for your use of these third party web sites or services, and that your use of such services is subject to the terms and conditions established by such third parties. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. Further, you may choose, at your sole and absolute discretion and risk, to use applications or other functionality that connects the Site or your profile on the Site with a third party web site or service ("Social Features") and such Social Features may interact with, connect to or gather and/or pull information from and to your profile on the Site. By using such Social Features, you acknowledge and agree to the following: (i) if you use Social Features to share information relating to your accounts on the Site, you are consenting to the information about your account being shared; (ii) your use of Social Features may cause personally identifying information to be publicly disclosed and/or associated with you, even if AKW has not provided such information; and (iii) your use of Social Features is at your own option and risk, and you will hold AKW harmless for the sharing of information relating to your accounts on the Site that results from your use of Social Features. You must read all log-in boxes and other pop-up boxes closely for notices about sharing your account information with, through or by any other means identified on or in connection with Social Features. Descriptions of, references to, or links to products, services or publications within the Site do not imply endorsement of that product, service or publication. LINKING POLICY AKW grants you the revocable permission to link to the Site; provided, however, that any link to the Site: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with AKW or its products or services, any AKW property or any other intellectual property; (b) must not create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with AKW; (c) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (d) must not use any AKW trademarks without the prior written permission from AKW; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in AKW's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Site from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory, or is otherwise inappropriate (in AKW's sole discretion). By linking to the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, AKW reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion. TERMINATION AKW reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Site (or any portion of the Site), and to block or prevent future access to and use of the Site for any reason, including, without limitation, your breach of these Terms or other conduct by you that AKW considers inappropriate. AKW reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site with or without notice. You agree that no AKW Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Site. You acknowledge and agree that termination, suspension, or cancellation of these Terms or your access to the Site will not affect any right or relief to which AKW may be entitled, at law or in equity, nor shall they affect any obligation you have to AKW, including but not limited to the payment of fees. Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to AKW and its licensors. Upon termination of your access to the Site, or upon demand by AKW, you must destroy all Materials and all related documentation including immediately discontinuing the use of any links to the Site. Any provisions of these Terms that, by their terms, ought to survive, shall survive any termination of these Terms. You understand and agree that AKW will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities. ENTIRE AGREEMENT You acknowledge and agree that these Terms and any applicable Additional Terms constitute the complete and exclusive agreement between you and AKW concerning your access to and use of the Site, and supersede and govern all prior proposals, agreements, or other communications, whether oral or in writing, with respect to the Site. Neither party has relied on any statement or representation not set forth in these Terms and any applicable Additional Terms. You represent, warrant, and covenant that your access to and use of the Site will comply with these Terms of Use. MISCELLANEOUS If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be modified to the least extent necessary to make it enforceable and shall not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized AKW employee. AKW may assign these Terms without your prior notice or consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between you and AKW. You agree that these Terms will not be construed against AKW by virtue of having drafted these Terms. CHANGES TO THESE TERMS We reserve the right, in our sole discretion and at any time, to change or add to the terms of these Terms without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Site so that they are accessible via a link from the home page, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward. CONTACTING US If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms, please contact us at akw@ak-worldwide.com.

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Terms of Service

Effective Date: November 29, 2013 PLEASE READ THESE TERMS OF USE ("Terms") CAREFULLY BEFORE USING THE SITE (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE. YOU AGREE TO THESE TERMS BY ACCESSING OR USING THE SITE. These Terms apply to the aliciakeys.com web site, as well as any applications, widgets or online services that are owned or controlled by Alicia Keys Worldwide ("AKW," "we," "our," or "us"") and that post a link to these Terms (collectively, the "Site"). Unless otherwise stated in writing, these Terms do not apply to your offline business dealings with AKW. When using particular services or features of the Site, including downloading content from the Site, both these Terms and a separate contract, terms of service, or a similar agreement ("Additional Terms") may apply to your use of that service or feature. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. ARBITRATION NOTICE: Except for certain types of disputes described in the "Governing Law; Disputes" section below, you agree that all disputes between you and AKW with regard to these Terms and your use of the Site will be resolved by binding, individual ARBITRATION and you waive your right to participate in a class action lawsuit or class-wide arbitration. OWNERSHIP OF SITE MATERIALS The Site includes all materials that comprise or are otherwise a part of the Site (including past, present and future versions of the Site), including, without limitation: graphics; layout; text; instructions; images; graphs; charts; trademarks, logos, service marks; software (including HTML-based programs); audio; animations; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; artwork; information; data; reports; designs; compilation; advertising copy; domain names; any and all copyrightable material (including source and object code); the "look and feel" of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, "Materials"). The Materials are owned by or licensed to AKW and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by AKW, no rights in the Materials (whether by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Site. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED. Subject to your strict compliance with these Terms and any Additional Terms, AKW grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Site or reverse engineer, modify or attempt to discover any source code associated with the Site. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Site. Any and all rights to use the Site that are not expressly granted to you under these Terms are reserved by AKW or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way AKW's rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability. YOUR CONTRIBUTIONS A. User Submissions The Site may provide you with the opportunity to participate in and post content publicly through chat rooms, forums, interactive features, or other communication functionality ("Community Features"). Additionally, you may choose, through such features or through submission forms or otherwise, to submit or post stories, photographs, videos, audio, questions, comments, feedback, suggestions or other content, (collectively, "Submissions"). You remain the owner of your Submissions, but you acknowledge that AKW must have a license from you in order to accept your Submissions. Accordingly, when you submit a Submission, you automatically and irrevocably grant to AKW an unrestricted, unconditional, unlimited, worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use your Submissions, including without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in your Submissions. B. Collaborative Works Creation of Collaborative Works. AKW may provide to you musical compositions, sound recordings, or stems ("Samples") through the Site that are designated by AKW as being available for you to manipulate, combine, or remix. A musical work (including the sound recording and musical composition) created by such manipulation, combination, or remixing of the Samples, together with any album art, metadata such as ID3 tags, and any other material connected with the musical work, is referred to in these Terms as a "Collaborative Work" or "Collaborative Works." License to You to Create Collaborative Works. AKW and, as applicable, its licensors, hereby grant you, solely for the purpose of creating a Collaborative Work, a non-exclusive license to copy the Samples and to create derivative works therefrom; provided, however, that you assign all right, title and interest in the Collaborative Work to AKW as set forth below. AKW's Ownership and Use of Collaborative Works. By using a Sample or any portion thereof to create or incorporate into a Collaborative Work, regardless of whether you submit such Collaborative Work to AKW, you hereby irrevocably assign to AKW all right, title and interest in and to such Collaborative Work, including all right, title and interest in the derivative work you have created, plus the constituent elements that are original to you. All Collaborative Works become property of AKW and will not be returned, and may be used by AKW in any manner, in any media, now known or hereafter devised, worldwide, in perpetuity. If this paragraph is found to be void or unenforceable by a court of competent jurisdiction, you grant to AKW the licenses provided in Section 2.A.(2) above. Limited Purpose of Collaborative Work. You agree that you will not use any Collaborative Work or the Samples included within it for any purpose other than as provided on the Site when the Samples are made available to you, or otherwise make the Collaborative Works or the Samples available to or through any channel or means other than by uploading them to the Site or other platform expressly authorized in writing by AKW, as per the instructions provided when the Samples are made available. Any use of the Samples or the Collaborative Work by you not expressly authorized in these Terms, including but not limited to making copies, distribution, public performance, public display, and creation of derivative works, is prohibited and may be grounds for legal action and disqualification from any contest or promotion. AKW's Right to Edit and Revise. You acknowledge and agree that AKW will have the right to edit or otherwise revise each Collaborative Work for any reason, including without limitation, for creative reasons, for technical reasons, or to comply with any of AKW's obligations. AKW will have the right, but not the obligation, to publicly attribute a Collaborative Work or any derivative thereof to you. C. Terms Applicable to Submissions and Collaborative Works ("Contributions") As used in these Terms, the term "Contributions" will refer collectively to Submissions and Collaborative Works. Responsibility for Contributions. You understand that you are solely responsible for your Contributions, however submitted. AKW does not control the Contributions made available via the Site and therefore does not guarantee the accuracy, integrity or quality of Contributions. You represent and warrant that your Contributions comply with the Contributions Requirements set forth below and do not contain any content that: libels, defames, or invades or violates the privacy of, another person, or is indecent, obscene, pornographic, abusive, or threatening (in AKW's sole discretion); or infringes any intellectual property right of any entity or person, including, but not limited to, violating copyrights or trademarks or any right of publicity, or otherwise violates any law. AKW assumes no responsibility or liability arising from or related to any Contributions you submit or post, including responsibility or liability for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information you submit or post. If you include personally identifiable information in public postings through the Community Features, you may receive unsolicited messages from third parties. Further, AKW cannot ensure the security of any information you post on publicly available areas of the Site. You understand that by using the Site, you may be exposed to Contributions or other content that are offensive or objectionable. Except as otherwise expressly described in the Privacy Policy , any applicable Additional Terms or otherwise on the Site, your Contributions, whether submitted via the Site or otherwise to AKW, will be treated as non-confidential and non-proprietary and AKW will not be liable for any use or disclosure to anyone, including but not limited to claimed intellectual property owners. AKW has no obligation to monitor the Site or any Contributions made available via the Site. However, you acknowledge and agree that AKW has the right to monitor the Site and Contributions you make and the right (but not the obligation) to delete, edit, move, or disable any such Contributions in whole or in part, subject to AKW's sole discretion. AKW reserves the right to suspend or terminate your access to the Site at any time. Under no circumstances will AKW be liable in any way for any of your Contributions including, but not limited to, any errors or omissions in your Contributions, any loss of your Contributions, or any loss or damage of any kind incurred as a result of your Contributions. You agree and understand that the AKW Parties (as defined below) are not obligated to post or use your Contributions submitted through the Site or otherwise, and may alternatively choose to discard or remove your Contributions without any liability whatsoever. You hereby authorize AKW to publish your Contributions in a searchable format that may be accessed by users of the Site and the Internet. You acknowledge and agree that AKW does not have now, nor shall it have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the protection of your Contributions or any part thereof. You agree that AKW has no obligation to monitor or enforce your intellectual property rights to any Contributions but has the right to protect and enforce its rights to any Contributions. Unsolicited Contributions. Please do not send unsolicited Contributions to the Site or any AKW Party. AKW does not accept unsolicited Contributions, including, without limitation, for any products or services. Please do not make any such unsolicited Contributions to AKW through the Site, including through Community Features, by e-mail, or otherwise. However, if you decide to make an unsolicited Submission, you hereby grant to AKW the right and license to your Submission as set forth in Section 2.A.(2) [LINK] above. If you decide to make an unsolicited Collaborative Work, you assign your rights to AKW in the Collaborative Work as set forth in Section 2.B.(3) [LINK] above. AKW's Right to Use Contributions. You further agree that AKW and its affiliates, including without limitation, direct and indirect subsidiaries, sister and parent companies, predecessors and successors to any interest, licensees, distributors and assignees, and the officers, directors, shareholders, agents, representatives, employees, and suppliers of each of them (each, an "AKW Party" and, collectively, the "AKW Parties") will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, post, translate, reproduce, distribute (through multiple tiers), publish, transmit, broadcast, display, disclose, modify, adapt, create derivative works based upon, perform (whether publicly, digitally or otherwise), develop, manufacture, distribute and use for advertising, marketing, publicity and promotional purposes, any of your Contributions or portions of your Contributions, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products. You hereby waive any moral rights you may have in and to any of your Contributions, even if the Contribution or a derivative work is altered or changed in a manner not agreeable to you. Other Similar Material. You acknowledge that AKW may be working on or developing material similar or the same in nature to your Contributions and that AKW may have received similar or the same intellectual property rights from another party. AKW owes you no obligation with respect to your Contributions unless you and AKW enter a written agreement to that effect. If your Contributions are subject to protection under intellectual property rights laws, you are responsible for seeking and securing any such protection that may be available to you. Any discussion or negotiations between you and AKW regarding your Contributions do not constitute AKW's recognition of the novelty or originality of your Contributions. Contributions Requirements. When you contribute, upload or otherwise provide your Contributions to the Site, you agree to comply with the following requirements: Contributions must be your own. All Contributions must be created by you and you must have all rights in the Contributions; or, all persons who contributed in any way or have any rights to your Contributions, or otherwise appear in the Contributions, must have given you permission to upload and distribute the Contributions on the Site and elsewhere. Upon AKW's request, you will furnish to AKW any documentation, substantiation or releases necessary to verify your compliance with these Terms. No third party materials. Your Contributions should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any Contributions that belong to other people without their permission � this means you absolutely may not include any content owned or created by someone else, including no uploading or copying of content you found elsewhere on the Internet without proper permission. Only you, your friends and family may appear in Contributions. If you upload photos or videos to the Site, make sure they are of you or of you and someone you know � but only with their express permission to post it. Original music only. To the extent a Collaborative Work you submit contains any materials other than Samples, your Contributions may not contain any music unless you wrote it and performed it. You may not use any jingles, sampling or other existing music, except as expressly authorized by this Agreement. Keep Contributions relevant. Your Contributions should relate to the content on the Site and should be intended to add to the discussion on the Site � they should not include irrelevant topics or postings. Follow codes of social decency. Cursing, harassing, stalking, and personal attacks are prohibited. Your Contributions may not threaten abuse or harm to others. Your Contributions may not include any negative comments that are connected to race, national origin, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit. No Contributions that are violent, illegal or promote inappropriate activity. Your Contributions must not violate any law. Your Contributions may not promote any illegal activity and your Contributions may not promote violence nor describe how to perform a violent act. We reserve the right to take any action that we deem appropriate, in our sole discretion, including reporting you to law enforcement. Represent yourself truthfully. Do not impersonate any other person, user, AKW or other company. Do not upload or post Contributions that you know or reasonably believe may be false, fraudulent, deceptive, inaccurate, misleading or that misrepresent your identity or affiliation with a person or AKW or any other company. Keep private information private. Remember that Community Features are public and Contributions will be accessible and viewable by other users. Do not post personal information (for example, never reveal your passwords, phone number, address, email address or similar information). If there is something you do not want the world to see, do not post it publicly on the Site. Further, your Contributions may not reveal another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is personal in nature. No Contributions for commercial purposes. Your Contributions may not advertise or promote a product or service. You may not use your Contributions to raise money for anyone or for a pyramid or other multi-tiered marketing scheme. Do not damage the Site or anyone's computers. Contributions may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately. PROHIBITED CONDUCT You agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized AKW employee. You agree not to violate or interfere with the security of the Site, attempt to gain unauthorized access to the Site, data, materials, information, computer systems or networks connected to any server associated with the Site, through hacking, password mining or any other means, or otherwise bypass or circumvent any measure employed to limit or prevent access to the Site or Materials. You also agree not to take or attempt any action that, in the sole discretion of AKW, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or AKW's infrastructure. You further agree not to use the Site for any unlawful purpose. USER INTERACTIONS AND DISPUTES You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS You may not use the Site for any purpose or in any manner that infringes the rights of any third party. AKW encourages you to report any content on the Site that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Site infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), AKW has a designated agent for receiving notices of copyright infringement and AKW follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide AKW's copyright agent (copyright agent contact information is set forth below) the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) 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. If you believe that any content on the Site contains content that violates your rights other than copyrights, please provide AKW at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you. Please send (a) your notice of claims of copyright infringement on or regarding the Site, or (b) a complaint regarding alleged violation of rights other than copyrights, to AKW's copyright agent, who can be reached as follows: By email to: akw@ak-worldwide.com (with subject "AKW Copyright Complaints") By postal mail to: AK-Worldwide, 520 West 27th street (suite 1001), New York, NY. 10001, Attn: AKW DMCA Notices. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. AKW will provide you with notice if your Contribution has been removed based on a third party complaint of alleged infringement of a third party's intellectual property rights. INDEMNIFICATION You agree to indemnify, defend and hold each of the AKW Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorneys' fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach or anticipatory breach of these Terms, including, without limitation, any violation of the Contributions Requirements [LINK] of these Terms; (b) your use of the Site or activities in connection with the Site (including use of Social Features or Social Distribution); (c) your Contributions; (d) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the AKW Parties' use of your information as permitted under these Terms, the Privacy Policy, or any written agreement between you and AKW. You will cooperate as fully required by the AKW Parties in the defense of any claim. AKW reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of AKW. This Section will survive the termination of these Terms. DISCLAIMERS THE SITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, DOWNLOADS, MOBILE FEATURES, SOCIAL DISTRIBUTION, SOCIAL FEATURES, AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SITE) ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE AKW PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, THE AKW PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER(S) THAT MAKES THE SITE AVAILABLE) IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL INTERNET ACCESS SERVICES, DEVICE HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND FOR ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF ANY AKW PARTY, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. FURTHER, THE AKW PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, AKW SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE SITE. THE AKW PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, DEATH, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) BASED UPON OR RESULTING FROM ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER SUBMISSIONS MADE OR DISPLAYED ON THE SITE BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE SITE). PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON THE SITE. A POSSIBILITY EXISTS THAT THE SITE COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE SITE BY THIRD PARTIES. ALTHOUGH AKW ATTEMPTS TO ENSURE THE INTEGRITY OF THE SITE, THE AKW PARTIES MAKE NO GUARANTEES AS TO COMPLETENESS OR CORRECTNESS OF THE SITE. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE AKW PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE SITE (INCLUDING THE SITE AND ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS, MOBILE FEATURES, SOCIAL DISTRIBUTION, SOCIAL FEATURES, AND THE MATERIALS AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SITE); (B) YOUR USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE AKW PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN TECHNICAL OPERATION OF THE SITE; OR (F) ANY DAMAGE TO ANY USER'S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE AKW PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SITE). WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE AKW PARTIES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. IN NO EVENT WILL THE AKW PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF THE AKW PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. AKW SHALL BE EXCUSED FROM PERFORMANCE UNDER THESE TERMS TO THE EXTENT AKW IS PREVENTED FROM OR DELAYED FOM PERFORMING, IN WHOLE OR IN PART, AS A RESULT OF AN EVENT OR SERIES OF EVENTS CAUSED BY OR RESULTING FROM (1) WEATHER CONDITIONS OR OTHER ELEMENTS OF NATURE OR ACTS OF GOD, (2) ACTS OF WAR, TERRORISM, INSURRECTION, RIOTS, CIVIL DISORDERS, OR REBELLION, (3) QUARANTINES OR EMBARGOES, (4) LABOR STRIKES, OR (5) OTHER CAUSES BEYOND THE REASONABLE CONTROL OF AKW. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF AKW'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITE OR ANY OF AKW'S WEB SITES, PROPERTY, PRODUCTS, SERVICES, CONCERTS, MUSIC, VIDEOS, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE AKW PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR ANY OTHER AKW WEB SITE, PROPERTY, PRODUCT, SERVICE, CONCERT, MUSIC, VIDEO, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE AKW PARTIES. BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." GOVERNING LAW; DISPUTES; ARBITRATION THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN THE VALIDITY AND INTERPRETATION OF THESE TERMS AND ALL CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS, THE TERMINATION OF THESE TERMS, OR THE USE OF THE SITE (OR ANY OF THEM). Except for disputes relating to the infringement of your or AKW's intellectual property (such as trademarks, trade dress, copyright and patents) or where AKW is seeking a preliminary injunction ("Excluded Disputes"), you agree that all disputes between you and AKW (whether or not such dispute involves a third party) with regard to these Terms or your use of the Site, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. Neither you nor AKW will participate in a class action or class-wide arbitration for any claims covered by these Terms. This dispute resolution provision will be governed by the Federal Arbitration Act and, where consistent, California law. The arbitration will be conducted in Los Angeles, California, in the English language by three arbitrators appointed in accordance with the American Arbitration Association's Rules. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrators will not have authority to award punitive or exemplary damages. You agree that any action at law or in equity relating to the arbitration provision of these Terms or the Excluded Disputes will be filed only in the state or federal courts located in Los Angeles, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. MEMBERSHIP & REGISTRATION Certain areas of the Site may require registration or may otherwise ask or require you to provide information to use certain services or features. When you choose to provide information to the Site, you agree to provide only true, accurate, current and complete information. If you register with us, you agree to be responsible for any activities that occur under your account or password, and you agree you will not sell or otherwise transfer your membership or any membership rights. AKW reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Site, including, without limitation, those governing your transmission or use of any software or data. SOCIAL DISTRIBUTION AKW grants you the limited, revocable permission, subject to the restrictions in these Terms, to engage in the following personal uses of Materials that include the ability to share Materials with others ("Social Distribution"): (a) sending Materials to friends or acquaintances at no charge; (b) posting and displaying a copy of Materials on a personal website; or (c) posting and displaying a copy of the Materials on a third party website that permits users to post content, so long as the posting is allowed pursuant to the third party website's terms and conditions and policies, and provided that the third party website does not charge for access to those materials or associate those materials with products, services or advertising. If you engage in Social Distribution, you agree that you will not post any performance claims about an AKW product or service through your Social Distribution and that only AKW may make claims, promises or statements on behalf of AKW about its products and services. You also agree that you will not imply that you and AKW are affiliated in any way or that AKW approves of your Social Distribution. Except as otherwise permitted by these Terms, or expressly in writing by AKW, you may not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Materials. AKW may, and reserves the right to, revoke AKW's permission for Social Distribution at any time and for any reason, and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection the Social Distribution of Materials. DOWNLOADS If you download any software or files from the Site, including, without limitation, any audio files, video files, data files, images incorporated in or generated by the software or files, data accompanying the download, and any files transmitted to you as part of a AKW newsletter or similar services (collectively, the "Downloads"), you are granted a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license in such Downloads by us or the owner of the Downloads, provided that you agree to the terms or end user license agreement (if any) applicable to the Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we or the owner of such Downloads retain all right, title, and interest in and to the Downloads, and all intellectual property rights in the Downloads. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form, or transfer the Downloads to any third party. Any Downloads are done at your own discretion and risk and you will be solely responsible for any damage to your Device or loss of data that results from such Downloads. MOBILE FEATURES The Site may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view Materials, upload content to the Site, receive messages from AKW, download applications to your mobile device, or access features of the Site (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the relevant Mobile Feature. Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions may require you to text a keyword (e.g., "STOP") to the applicable short code for the Mobile Feature. If you sign up to receive promotional or marketing text messages from us, you agree that AKW may send text messages using an autodialer to the number you provide. You acknowledge and agree that you are not required to receive our text messages, and that you are not required to agree to receive text messages as a condition of purchasing any property, goods, or services. You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding AKW or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify AKW promptly of any changes to your mobile number. SWEEPSTAKES, CONTESTS, AND PROMOTIONS Any sweepstakes, contests, or promotions ("Promotions") accessible through the Site may be governed by their own set of official rules, which may have eligibility requirements, such as certain age or geographic area restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable Promotion. JURISDICTIONAL ISSUES The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject AKW to any registration requirement within such jurisdiction or country. AKW controls and operates the Site from facilities located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. AKW reserves the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in its sole discretion, and to limit the quantities of any content, program, product, service or other feature that AKW provides. Software related to or made available by the Site may be subject to United States export controls. Thus, no software from the Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States government has embargoed goods or designated as a "terrorist supporting country"; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Table of Deny Orders, or any other U.S. Government list of prohibited or restricted parties. By downloading any software related to the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. LINKS TO THIRD PARTY CONTENT & SOCIAL FEATURES The Site may provide links to certain web sites, services and features that are provided by third parties, including advertisers. Functionality on the Site may also permit interactions between the Site and a third party web site or online feature, including applications that connect the Site or your profile on the Site with a third party site. For example, the Site may include features enabling you to indicate on a third-party web site or service that you "like" certain Site content, to share Site content on a third-party web site or service, to log-in to the Site using your username and password for a third-party web site or service, to transmit content to the Site (such as remixes) from your account on a third-party web site or service, and to otherwise connect the Site to a third-party web site or service. Using this functionality typically requires you to login to your account on the third party site and you do so at your own risk. We do not control any of these third party web sites or services or any of their content. Accordingly, you understand and agree that we are not responsible for your use of these third party web sites or services, and that your use of such services is subject to the terms and conditions established by such third parties. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. Further, you may choose, at your sole and absolute discretion and risk, to use applications or other functionality that connects the Site or your profile on the Site with a third party web site or service ("Social Features") and such Social Features may interact with, connect to or gather and/or pull information from and to your profile on the Site. By using such Social Features, you acknowledge and agree to the following: (i) if you use Social Features to share information relating to your accounts on the Site, you are consenting to the information about your account being shared; (ii) your use of Social Features may cause personally identifying information to be publicly disclosed and/or associated with you, even if AKW has not provided such information; and (iii) your use of Social Features is at your own option and risk, and you will hold AKW harmless for the sharing of information relating to your accounts on the Site that results from your use of Social Features. You must read all log-in boxes and other pop-up boxes closely for notices about sharing your account information with, through or by any other means identified on or in connection with Social Features. Descriptions of, references to, or links to products, services or publications within the Site do not imply endorsement of that product, service or publication. LINKING POLICY AKW grants you the revocable permission to link to the Site; provided, however, that any link to the Site: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with AKW or its products or services, any AKW property or any other intellectual property; (b) must not create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with AKW; (c) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (d) must not use any AKW trademarks without the prior written permission from AKW; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in AKW's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Site from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory, or is otherwise inappropriate (in AKW's sole discretion). By linking to the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, AKW reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion. TERMINATION AKW reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Site (or any portion of the Site), and to block or prevent future access to and use of the Site for any reason, including, without limitation, your breach of these Terms or other conduct by you that AKW considers inappropriate. AKW reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site with or without notice. You agree that no AKW Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Site. You acknowledge and agree that termination, suspension, or cancellation of these Terms or your access to the Site will not affect any right or relief to which AKW may be entitled, at law or in equity, nor shall they affect any obligation you have to AKW, including but not limited to the payment of fees. Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to AKW and its licensors. Upon termination of your access to the Site, or upon demand by AKW, you must destroy all Materials and all related documentation including immediately discontinuing the use of any links to the Site. Any provisions of these Terms that, by their terms, ought to survive, shall survive any termination of these Terms. You understand and agree that AKW will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities. ENTIRE AGREEMENT You acknowledge and agree that these Terms and any applicable Additional Terms constitute the complete and exclusive agreement between you and AKW concerning your access to and use of the Site, and supersede and govern all prior proposals, agreements, or other communications, whether oral or in writing, with respect to the Site. Neither party has relied on any statement or representation not set forth in these Terms and any applicable Additional Terms. You represent, warrant, and covenant that your access to and use of the Site will comply with these Terms of Use. MISCELLANEOUS If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be modified to the least extent necessary to make it enforceable and shall not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized AKW employee. AKW may assign these Terms without your prior notice or consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between you and AKW. You agree that these Terms will not be construed against AKW by virtue of having drafted these Terms. CHANGES TO THESE TERMS We reserve the right, in our sole discretion and at any time, to change or add to the terms of these Terms without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Site so that they are accessible via a link from the home page, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward. CONTACTING US If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms, please contact us at akw@ak-worldwide.com.
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