TERMS OF USE


1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms of Service (the “Agreement”) set forth an agreement between you and WVE with respect to the subscription services made available by WVE on or through the Mioozik.com Service. Mioozik.com’s website is located at www.mioozik.com (the “Mioozik.com Site”). We refer to the Mioozik.com Site and the software applications made available by WVE as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “Mioozik.com Service”). In this Agreement, “the Company” means WVE, a french company, with its principal business address at 8 rue Lemercier, 75017 Paris, France. By using any of the Mioozik.com Service, or by creating a user account, you signify your acceptance of this Agreement, as it may be amended by the Company from time to time in its sole discretion. You may only use the Mioozik.com Service and/or open an account if your acceptance of these this Agreement is not prohibited by applicable law. You represent that you are at least 18 years old, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and will comply with this Agreement, and that you are not a person barred from using the Mioozik.com Service under the laws of France or other applicable jurisdiction. In any case, you affirm that you are at least 13 years old. If you do not agree to this Agreement, you will not be able to subscribe to the Mioozik.com Service or otherwise obtain other services made available by the Company from time to time, and your only remedy is to stop using the Mioozik.com Service. This Agreement are subject to change without prior written notice at any time, in the Company’s sole discretion, and, once made available on the Mioozik.com Site, such changes will apply to any existing subscription or paid services, or any new subscription or other paid services that are available through this site. You should review this Agreement each time you subscribe for, order and/or purchase any subscription or other services offered by the Company. You will be deemed to have accepted this Agreement, as amended, if you continue to use the Mioozik.com Service after any amendments are posted on the Mioozik.com Site.

2. REGISTRATION

In order to gain access to the Mioozik.com Service, you will need to register as a user. Your use of the Mioozik.com Service will also be subject to your compliance with the Company’s Payment Terms. Either you or the Company may terminate your user registration at any time. Upon termination of your registration as a "user", you will no longer be allowed access to the Mioozik.com Site or the Services offered through the Mioozik.com Site. You represent that all information you provide during the registration process and at any time thereafter ("Registration Information") will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. The Company may use all Registration Information, subject to Company's compliance with the Company Privacy Policy. This Agreement includes terms and conditions set forth in the Privacy Policy. By indicating your agreement to this Agreement, you are consenting to have your personal data used by the Company as set forth in the Privacy Policy.

3. AGE RESTRICTIONS

Individuals under the age of 13 are prohibited from accessing this site and the Mioozik.com Service . You hereby represent and warrant that you are 13 years of age or older. SOME AREAS OF THE MIOOZIK.COM SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

4. PUBLISHING OF CONTENT

You hereby acknowledge and agree that you are solely responsible for all materials that you post or publish on the Mioozik.com Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video, chat, messages, files and any other materials ("Content"). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Mioozik.com Site or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Company may, at its sole discretion, disclose your Content in order to: (i) comply with law enforcement, court orders, or the legal process; and/or (ii) protect the rights and safety of individuals; and/or (iii) settle disputes over intellectual property ownership. The Company owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the Mioozik.com Site, or via the Mioozik.com Site, by third parties not within the control of the Company. It is our policy not to permit materials known by us to be infringing to remain on this Mioozik.com Site. You should notify us promptly if you believe any materials on this Mioozik.com Site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act ("DMCA"), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Please refer to our DMCA Notice to properly file a claim. BEFORE READING FURTHER, PLEASE CONSIDER THE FOLLOWING: Sections 4, 5 and 6 of this Agreement can be confusing and we apologize for the legalese that is used.

5. LICENSE TO CONTENT EXCEPT

By posting Content (except your own files that you allow others to download) to any part of the Mioozik.com Site, you automatically grant to the Company, and you represent and warrant that you have the right to grant to the Company, a non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. This license includes without limitation any and all professional names, photos, trademarks, logos and biographical information of artists, performers or bands. You may remove such Content from the Mioozik.com Site at any time and the license for such Content granted above will automatically terminate.

6. LICENSE TO FILES AVAILABLE FOR COPYING BY OTHER USERS

The Mioozik.com Site includes Mioozik.com Services that enable you to publish files and allow other users to download and copy such files. If you use the Mioozik.com Services to allow other users to copy, perform and use your music files, you automatically grant to the Company and other users, and you represent and warrant that you have the right to grant to the Company and other users, an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the rights to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such files and to prepare derivative works of, or incorporate into other works, such files; provided, however that in all events other users' rights with respect to such files will be subject to the usage rules set forth in Section 7 below. You may remove such files from the Mioozik.com Site at any time and the license granted above to such files will survive such removal. However, we will not continue to publish or make available on the Mioozik.com Site Content you have removed from the site.

7. USE OF WEBSITE

You agree that the Mioozik.com Services, the Mioozik.com Site and any software or other technology used in connection therewith contain proprietary and confidential information of the Company that is protected by applicable intellectual property and other laws. The Company grants you a personal, non-transferable and non-exclusive license to access and use the Mioozik Services and the Mioozik.com Site, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any underlying source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Mioozik.com Services, the Mioozik.com Site or any underlying software. You agree that all of Company’s trademarks, trade names, service marks and other Company logos and brand features, including "MIOOZIK.COM", are the property of the Company (the “Company Marks”). Without the Company’s prior written permission, you agree not to display or use in any manner the Company Marks. You understand that the Mioozik.com Services and the Mioozik.com Site are available for your personal use only. Your use of any Mioozik.com Services that provide for or facilitate commercial transactions may be subject to additional terms and conditions. You agree not to harvest or collect email addresses or other contact information of other Mioozik.com Site users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Mioozik.com Site. You agree that you will not use the Mioozik.com Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Mioozik.com Site. In addition, you agree not to use the Mioozik.com Site to: (i) upload, post, email, transmit or otherwise make available any Content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (ii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity; (iii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (iv) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (v) use or attempt to use another user's account, without authorization from the Company, or create a false identity using the Mioozik.com Services or the Mioozik.com Site.

8. LINKS TO OTHER WEBSITES

The Mioozik.com Site contains links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such sites, and such sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked site on or through the Mioozik.com Site or the Mioozik.com Services does not imply approval or endorsement of the linked site by us. If you decide to leave the Mioozik.com Site and access these third-party sites, you do so at your own risk.

9. LIMITATION OF LIABILITY

YOU AGREE THAT USE OF THE MIOOZIK.COM SERVICES AND THE MIOOZIK.COM SITE ARE AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE MIOOZIK.COM SITE, THE MIOOZIK.COM SERVICES, OR THE CONTENT. YOU AGREE THAT THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE COMPANY WOULD NOT PROVIDE, OR PERMIT YOU TO ACCESS, THE MIOOZIK.COM SERVICES AND THE MIOOZIK.COM SITE ABSENT SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Our Registered Members may decide to engage in offline activities together, perhaps due to the relationships they have developed online. You agree to release and hold the Company harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, or property damage, either directly or indirectly related to or arising from you participation in any such offline activities.

10. INDEMNITY

You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of: (i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement; (ii) your use of the Mioozik.com Services or the Mioozik.com Site in violation of this Agreement; or (iii) or your violation of any law or the rights of a third party. You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Mioozik.com Site or the Mioozik.com Services.

11. USE OF WEBSITE CONTENT

All Content on the Mioozik.com Site, is the proprietary property of the Company or its licensors (including Mioozik.com Site users). Subject to the terms of this Agreement (see Sections 5 and 6 above), no Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of the Company or the owner of the Content. Except as otherwise set forth in this Agreement, any use of the Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Mioozik.com Site are trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

12. DISCLAIMER OF WARRANTIES

The Company is not responsible for any incorrect or inaccurate Content published on the Mioozik.com Site or in or available through the Mioozik.com Services, including Content published by users of the Mioozik.com Site or the Mioozik.com Services. The Company is not responsible for the conduct, whether online or offline, of any user of the Mioozik.com Site. The Mioozik.com Site and the Mioozik.com Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Mioozik.com Site or the Mioozik.com Services. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any Mioozik.com Site, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Mioozik.com Site or the Mioozik.com Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Mioozik.com Services, the Mioozik.com Site or any Content published on the Mioozik.com Site. THE MIOOZIK.COM SITE, THE MIOOZIK.COM SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE MIOOZIK.COM SITE AND/OR THE MIOOZIK.COM SERVICES.

13. GOVERNING LAW

This Agreement shall be governed in all respects by the laws of France without giving effect to its conflicts of law provisions. Both parties submit to the courts and laws of France applicable to agreements made and to be performed in France. The parties further agree that any cause of action arising under this Agreement or our Privacy Policy shall exclusively be brought in such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Mioozik.com Services or the Mioozik.com Site must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein set forth the entire understanding and agreement between the Company and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

14. MISCELLANEOUS

This Agreement sets forth the entire agreement between you and the Company pertaining your use of the Mioozik.com Site and the Mioozik.com Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued use of the Mioozik.com Services or the Mioozik.com Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Mioozik.com Services or the Mioozik.com Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The Company's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

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