USE OF THIS SITE AND ITS SERVICES IS AN AUTOMATIC ACCEPTANCE OF THIS AGREEMENT BY YOU.
THIS LICENSE AGREEMENT (THIS “AGREEMENT”) FOR THE DJ’S, BROADCASTERS, AND TRANSMITTING ENTITIES, SET FORTH THE TERMS APPLICABLE TO YOU (“YOU” OR “BROADCASTER”), BROADCASTING YOUR ONLINE STREAMING AUDIO STATION (“STATION”) THROUGH PROPRIETARY ONLINE SERVICES AND SOFTWARE APPLICATIONS IS A BINDING CONTRACT BETWEEN YOU, AN INDIVIDUAL USER AND MORE BASS, INC, A Delaware INC, (“MOREBASS”). AS A “BROADCASTER” AND AS A CONDITION PRECEDENT TO USING OUR SERVICE,
YOUR USE OF THIS SITE AND ANY/ALL OF THE MORE BASS FAMILY OF SERVICES AUTOMATICALLY IMPLIES THAT YOU AGREE, HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SITE OR ANY OF ITS SERVICES.
1.Scope of License.
1. The “Service” means, collectively, ‘MoreBass’:
1.1. audio service offering Users access to a selection of radio stations, DJ live events, and other content (the “MoreBass Audio Service”), whether available through our website located at www.MoreBass.com (the “Site”) or through any software applications made available for mobile devices (“Audio Service Applications”);
1.2. all software, external players, buttons and widgets, data, text, images, sounds, video, graphics and photos made available by MoreBass through any of the foregoing;
1.3. any updates, new versions, new releases, additional features and functionality that MoreBass may offer in connection with the foregoing; and (d) the Directory.
2. This Agreement governs your use of the Service to make available the transmissions of your Station, and any sound recordings and musical works or other content embodied therein (collectively, “Station Content”), to MoreBass’ global audience of listeners (“Users”) through the MoreBass’ Service”. By entering into these Terms, you hereby agree that your Station may be included in MoreBass’ directory of radio stations, podcasts and other online content (the “Directory”). Subject to the terms and conditions of this Agreement, MoreBass grants you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use the Service for the purpose of making the transmissions on and through your Station available to Users.
3. MoreBass reserves the right, in its sole discretion, to remove your Station, including all Station Content, and/or your Marks (defined below) from the Service and the Directory at any time, for any or no reason, without notice or liability to you.
4. You grant MoreBass and its agents, subsidiaries, affiliates, licensees, successors, and assigns a sublicensable, royalty-free, nonexclusive, worldwide and fully paid-up license to reproduce, distribute, publicly display, publicly perform, transmit, communicate to the public, resize, and otherwise use and exploit (collectively “Use”) during the term of these Terms any of your slogans, logos, trademarks and/or service marks (collectively, “Marks”) that you upload to the Service or otherwise make available to MoreBass, to advertise, market and promote the Station and the availability of the Station on or off of the Service in any and all media now known or hereafter devised.
5. You hereby authorize MoreBass to sell advertising, sponsorships and promotions, either directly or through third parties, to be displayed or performed before, during or after any transmissions of Station Content on or through your Station. By way of example and not limitation, MoreBass may run pre- and post-roll advertising prior to the commencement or termination of transmissions from your Station through the Service, or include display advertising on any software through which your Station is accessed by a User (e.g., through a website player or a mobile application). You acknowledge and agree that MoreBass will have no obligation to share any portion of advertising revenue generated by MoreBass with you.
6. The Service is licensed, not sold, to you for use only under the terms of this AGREEMENT. You may not attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). If you breach these license restrictions or the restrictions set forth herein, or otherwise exceed the scope of the licenses granted herein, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights. The terms of this AGREEMENT will govern any updates provided to you by MoreBass that replace and/or supplement the original Service, unless such upgrade is accompanied by a separate license or revised AGREEMENT, in which case the terms of that license or revised AGREEMENT will govern.
7. MoreBass may at its sole discretion and from time to time change, add or remove features and functionality of the Service without any notice to you. MoreBass reserves the right to discontinue some or all of the features of the Service at any time at its sole discretion (including the provision of updates). You acknowledge and agree that MoreBass will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. If you are dissatisfied with any changes to the Service, then your sole option is to discontinue or terminate your use of the Service as described herein.
8. The Service is owned and operated by MoreBass, and MoreBass reserves the right to revise this AGREEMENT in an immaterial manner its sole discretion at any time and without prior notice to you other than by posting the revised AGREEMENT on the Service. Unless otherwise stated in the Service, revisions to this AGREEMENT are effective upon posting and your continued use of the Service after a revised version of this AGREEMENT has been posted by MoreBass to the Service constitutes your binding acceptance of such revised AGREEMENT. This AGREEMENT will be identified as of the most recent date of revision, and you should visit this page periodically to ensure your continued compliance with and acceptance of the AGREEMENT. Notwithstanding the preceding sentences of this Section 1, no revisions to this AGREEMENT will apply to any dispute between you and MoreBass that arose prior to the effective date of such revision.
10. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Service, at MoreBass’ sole discretion. MoreBass reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service. You agree to promptly notify MoreBass if you learn or reasonably suspect that any security breach related to the Service has occurred.
Registration and Eligibility as a Broadcaster.
1. Account. You may access the portions of the Service directed to you as a Broadcaster and that may be unavailable to the public, in general. You will need to register an account with MoreBass as Broadcaster (“Broadcaster Account” or “Account”). You are responsible for maintaining the confidentiality of your log-in credentials in order to use the Service, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify MoreBass immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. MoreBass will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying MoreBass of such unauthorized use or loss of your credentials.
2. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms and to update the information about yourself promptly, and as necessary, to keep it current and accurate.
Account Fees and Payment Terms.
1. By registering for a Broadcaster account, you acknowledge that you have read, understood, and agree to be bound by the payment terms set forth herein (the “Payment Terms”), as may be amended by MoreBass from time to time at our discretion. We accept various forms of payment, as set forth on the Site from time to time. We do not accept cash or checks. Payments are processed by our third party payment processor(s).
2. The day when you register for and purchase or activate your Broadcaster Account “Activation Date”) is the first day of your billing cycle. By providing your payment method and obtaining a Broadcaster Account, you authorize our payment processor to charge to your designated payment method the applicable monthly or annually recurring account fees, and any applicable sales, telecommunication, excise, valued-added or similar taxes (“Account Fee”). The Account Fee is exclusive of any applicable federal, state, provincial, VAT or municipal taxes or duties.
3. Unless you notify us of your decision to terminate your Broadcaster Account, your Account will automatically renew at the end of each Account term at the then-current Account Fee. A renewed Account will have the same term as the immediately preceding Account. At the time of renewal, your payment method will be charged the current Account Fee.
4. Your payment method will be charged for the renewal term of your Broadcaster Account on your billing date (“Billing Date”) (e.g., on a particular date each month for a monthly Account). If, however, the Activation Date of your Subscription is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, then your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be. The Account Fee is payable in U.S. Dollars only.
5. If you fail to pay the applicable Account Fee when due, then your account may be downgraded, suspended or cancelled, at MoreBass’ sole discretion. If your account is suspended, then MoreBass may, but is not obligated to, maintain your account and/or related Station Content and information, in order to allow you to pay the past-due charges and restore your account. If the charges are not paid, then your account may be cancelled.
6. You may cancel your Broadcaster Account at any time for any or no reason. If you cancel your Account, then you will have access to the full Service until the date that would have been your next Billing Date. To cancel an ongoing Account, please contact us at support@MoreBass.com. Once you have cancelled your Account, we will stop billing your applicable payment method.
7. We reserve the right to change MoreBass’ Account Fee at any time in our sole discretion. Your continued use of your Broadcaster Account after the price change becomes effective constitutes your agreement to pay the changed amount.
Content You Submit; License Grants from You.
1. This Section governs any material that you post, send or transmit (collectively, “Post”) through the Service, including, by way of example and not limitation, photographs, graphics, images, text, musical works, sound recordings, digital phonorecord deliveries, musical works and sound recordings, and any other content, materials or works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws (collectively, with the Station Content and Marks, referred to collectively herein as “Broadcaster Content” or User Content”). You are solely responsible for securing the rights to any and all User Content you Post to or through the Service, including any sound recordings (and musical works embodied therein), and digital phonorecord deliveries.
2. BY POSTING USER CONTENT TO OR THROUGH THE SERVICE, YOU HEREBY GRANT TO MOREBASS (AND MOREBASS’ ASSIGNEES, DESIGNEES, SUCCESSORS, LICENSEES, AND SUB-LICENSEES) AN UNRESTRICTED, PERPETUAL, ASSIGNABLE, SUBLICENSABLE, REVOCABLE, ROYALTY-FREE, FULLY PAID UP LICENSE THROUGHOUT THE WORLD TO REPRODUCE, MODIFY, DISTRIBUTE, DISPLAY, PUBLISH, TRANSMIT, COMMUNICATE TO THE PUBLIC, MAKE AVAILABLE, BROADCAST, CREATE DERIVATIVE WORKS FROM, PUBLICLY PERFORM (INCLUDING ON A THROUGH-TO-THE AUDIENCE BASIS), DELIVER AND PUBLICLY PERFORM DIGITAL PHONORECORDS, AND OTHERWISE USE AND EXPLOIT (COLLECTIVELY, “USE”) ALL USER CONTENT YOU POST TO OR THROUGH THE SERVICE, THROUGH ANY MEDIA AND FORMATS NOW KNOWN OR HEREAFTER DEVELOPED, IN CONNECTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION:
2.1. IN CONNECTION WITH OR ON ANY THIRD PARTY SITES AND PLATFORMS WHERE THE SERVICE IS SYNDICATED; AND
2.2. TO ADVERTISE, MARKET AND PROMOTE THE AVAILABILITY OF USER CONTENT AND THE SERVICE. BY WAY OF EXAMPLE ONLY AND WITHOUT LIMITING THE FOREGOING LICENSE, MOREBASS WILL HAVE THE RIGHT TO INSERT, PLACE OR INCLUDE ALL TYPES OF ADVERTISEMENTS WITHIN OR AROUND USER CONTENT, INCLUDING, WITHOUT LIMITATION, RUNNING OR STREAMING PRE-ROLLS, MID-ROLLS, POST-ROLLS, DISPLAY ADS, OVERLAYS, BANNERS, CAMPAIGN AND COMPANION ADS AND ANY OTHER TYPE OF ADVERTISING, WHETHER AUDIO, VISUAL, OR AUDIOVISUAL UNITS IN CONNECTION WITH USER CONTENT. NOTWITHSTANDING THE PRECEDING SENTENCES OF THIS SECTION, IF YOU REMOVE ANY OF YOUR USER CONTENT USING FUNCTIONALITIES AVAILABLE THROUGH THE SERVICE, THEN YOU AGREE TO, AND HEREBY DO GRANT, MOREBASS A PERPETUAL AND IRREVOCABLE LICENSE TO USE ANY BACKUP COPIES OF YOUR USER CONTENT THAT MOREBASS MADE PRIOR TO YOUR REMOVAL OF YOUR USER CONTENT AND IN THE ORDINARY COURSE OF BUSINESS. FOR THE AVOIDANCE OF DOUBT, THE RIGHTS GRANTED IN THE PRECEDING SENTENCES OF THIS SECTION INCLUDE, BUT ARE NOT LIMITED TO, THE RIGHT TO REPRODUCE SOUND RECORDINGS (AND MAKE MECHANICAL REPRODUCTIONS OF THE MUSICAL WORKS EMBODIED IN SUCH SOUND RECORDINGS), AND PUBLICLY PERFORM SOUND RECORDINGS (AND THE MUSICAL WORKS EMBODIED THEREIN), ALL ON A ROYALTY-FREE BASIS. THIS MEANS THAT YOU ARE GRANTING TO MOREBASS THE RIGHT TO USE YOUR USER CONTENT WITHOUT THE OBLIGATION TO PAY ROYALTIES TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO:
2.2.1. A SOUND RECORDING COPYRIGHT OWNER (E.G., A RECORD LABEL), A MUSICAL WORK COPYRIGHT OWNER (E.G., A MUSIC PUBLISHER), A PRO, A SOUND RECORDING PRO FOR DIGITAL PHONORECORD DELIVERIES (E.G., SOUNDEXCHANGE), ANY UNIONS OR GUILDS, AND ENGINEERS, PRODUCERS OR OTHER ROYALTY PARTICIPANTS INVOLVED IN THE CREATION OF USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY OBLIGATIONS YOU HAVE TO PROVIDE ANY THIRD PARTY, INCLUDING A PRO, WITH THE ROYALTY-FREE LICENSE GRANTED IN THIS AGREEMENT.
3. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant to us under this AGREEMENT. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant all royalty-free licenses set forth in this AGREEMENT or have such music publisher enter into this AGREEMENT with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in this AGREEMENT.
4. You further hereby grant MoreBass a royalty-free license to Use your name, image, voice, trademarks, logos, monikers, and likeness (and that of any person identifiable in any User Content you Posted to or through the Service) made available by or on your behalf through the Service in conjunction with your User Content. The foregoing license in the immediately preceding sentence will survive the termination of your account with respect to any of your User Content Posted to the Service prior to such termination.
5. You waive any and all rights of privacy, rights of publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any of your User Content Posted to the Service, during the term of this AGREEMENT. You expressly release MoreBass and all of MoreBass’ agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, right to publicity, or personality or any similar matter, or based upon or relating to the Use of your User Content as authorized in this AGREEMENT.
6. Except for materials provided to you by MoreBass through the Service, you represent, warrant, and covenant that:
6.1. you either are the sole and exclusive owner of all of your User Content, or you have all rights, licenses, consents, and releases that are necessary to grant to MoreBass the rights in your User Content as contemplated under this AGREEMENT; and
6.2. neither your User Content nor your creation of, accessing, posting, submission or transmission of your User Content will:
6.2.1. infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights;
6.2.2. constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise); or
6.2.3. require MoreBass to obtain any licenses from or make any payments in any amounts to any third party throughout the world. MoreBass may require you to provide sufficient evidence of having all necessary rights, licenses, authorizations, permissions, and clearances for any of your User Content that you Post to the Service, and if you fail to provide such evidence within a reasonable period of time (as determined by MoreBass in its sole discretion), then MoreBass may remove some or all of your User Content from the Service and/or terminate your account, without any liability to you. You are solely responsible for keeping copies of such evidence.
Third Party Content.
1. “Third Party Content” means, collectively:
1.1. the graphics, images, photos, sound recordings, musical works, data, information, feedback, suggestions, text, content and other materials that a third party may Post on the Service;
1.2. any broadcast radio programs or other audio content that the Service gives you the ability to listen to and time shift; and
1.3. any links to Third Party Sites and resources on the Internet that may be provided by third parties. The Service gives you the ability to listen to, access and interact with Third Party Content over which MoreBass exercises no editorial or programming control.
2. You understand that:
2.1. MoreBass does not guarantee the access to, recording of, listening to, or viewing of any particular Third Party Content;
2.1.1. Third Party Content is not under MoreBass’ control and MoreBass is not responsible for and does not endorse such Third Party Content;
2.1.2. Owners of the Third Party Content may change or delete Third Party Content or schedules at any time; and
2.1.3. MoreBass is not responsible for and has no editorial control over any Third Party Content or the distribution thereof. You understand that by using the Service, you may encounter Third Party Content that you may find offensive, indecent, or otherwise objectionable.
3. MoreBass has the right, but not the obligation, to monitor the Service, Third Party Content and/or User Content, and may remove any User Content or Third Party Content from the Service for any reason in its sole discretion at any time, without notice and without any liability to you.
4. You acknowledge that MoreBass may establish general practices and limits concerning use of the Service without notice to you, including, without limitation, the maximum period of time that User Content or Third Party Content will be retained by the Service and the maximum storage space that will be allotted on MoreBass’ servers on your behalf.
5. You acknowledge and agree that MoreBass may preserve any content and may also disclose any content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
5.1. comply with legal process, applicable laws or governmental requests;
5.2. enforce this AGREEMENT;
5.3. respond to claims that any content violates the rights of third parties; or
5.4. protect the rights, property, or personal safety of MoreBass, its Users and the public. You understand that MoreBass does not guarantee any confidentiality with respect to User Content and will have no responsibility or liability for User Content that is deleted from the Service.
6. Third Party Content may be transmitted with a variety of copy protection mechanisms. These copy protection mechanisms are designed to protect the copyright interests of the relevant third party. These copy protection mechanisms may limit or prevent the ability of the Service to play Third Party Content or to record such Third Party Content for later listening. You understand that MoreBass does not control the decision of a third party to institute such copy protection mechanisms. You agree that MoreBass will have no liability to you or any third party with regard to your ability to access, listen to, or record for later listening, any Third Party Content due to a copy protection mechanism. You may not remove or attempt to circumvent any copyright protection mechanisms and any attempts to do so may subject you to liability.
Use Restrictions. Your rights to use the Service are expressly conditioned on the following:
1. Unless expressly permitted, you may not alter, modify, create derivative works of, sell, license or in any way exploit any part of the Service or any MoreBass Content.
2. Unless expressly permitted, you agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service or MoreBass Content without MoreBass’ prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without MoreBass’ prior express written consent:
2.1. altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and
2.2. using any trademarks, service marks, design marks, logos, photographs or other content belonging to MoreBass or obtained from the Service.
3. You agree not to bypass, circumvent, damage or otherwise interfere with any security or other features of the Service designed to control the manner in which the Service is used, harvest or mine MoreBass Content from the Service, or otherwise access or use the Service in a manner inconsistent with individual human usage.
4. You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or MoreBass Content or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by this AGREEMENT, the authorized features of the Service or MoreBass Content, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by MoreBass.
5. You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Service or the MoreBass Content, or any portion thereof, through any other application or website, unless and solely to the extent MoreBass makes available the means for embedding any part of the Service or the MoreBass Content.
6. You agree not to access, tamper with, or use nonpublic areas of the Service, MoreBass’ (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of MoreBass’ providers.
7. You agree not to harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including MoreBass employees.
8. You agree not to provide any false personal information to MoreBass.
9. You agree not to create a false identity or impersonate another person or entity in any way.
10. You agree not to create a new account with MoreBass, without MoreBass’ express written consent if MoreBass has previously disabled an account of yours.
11. You agree not to solicit, or attempt to solicit, personal information from other Users.
12. You agree not to restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about Users of the Service.
13. You agree not to use the Service, without MoreBass’ express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation, except as a part of the MoreBass Service.
14. You agree not to gain unauthorized access to the Service, to other Users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service.
15. You agree not to Post, transmit or otherwise make available, including in any of your User Content, any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or MoreBass Content or communications equipment and computers connected to the Service.
16. You agree not to Post any User Content that is or could be interpreted to be defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, or hateful, or that promotes discrimination, bigotry, racism, or hatred, as determined by MoreBass in its sole discretion.
17. You agree not to Post any User Content that does or could be claimed to infringe any third party intellectual property or other rights, including the rights of privacy, publicity and confidentiality.
18. You agree not to interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of such networks or servers.
19. You agree not to assist or permit any persons in engaging in any of the activities described above.
Security. You understand that the operation of the Service, including Your Content, may be unencrypted and involve:
1. transmissions over various networks; changes to conform and adapt to technical requirements of connecting networks or devices; and transmission to MoreBass’ third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
2. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your User Content.
3. MoreBass will have no liability to you for any unauthorized access or use of any of your User Content, or any corruption, deletion, destruction or loss of any of your User Content, and MoreBass will have no obligation to keep your User Content confidential.
Ownership. The Service, and the media and materials contained therein, including all intellectual property rights therein, is the sole and exclusive property of MoreBass and its licensors. Except for the limited license expressly granted by and to you under this AGREEMENT, no other rights, licenses, or immunities are granted or will be deemed to be granted under this AGREEMENT, either expressly, or by implication, estoppel or otherwise.
Termination. This AGREEMENT is effective until terminated by you or MoreBass as described in this Section.
1. Your rights under this AGREEMENT will terminate automatically without notice from MoreBass if you fail to comply with any term(s) of this AGREEMENT (including by violating any license restriction provided herein).
2. You may terminate your account, this AGREEMENT, and your right to use the Service, at any time and for any reason or no reason, by contacting MoreBass Customer Support at support@MoreBass.com.
3. Notwithstanding anything to the contrary in this AGREEMENT, MoreBass has the right to immediately suspend or terminate your account at any time for any reason or no reason, with or without notice to you. All of your User Content on the Service (if any) may be permanently deleted by MoreBass at any time and for any reason in MoreBass’ sole discretion, with or without notice to you. In addition, MoreBass may notify authorities or take any actions it deems appropriate, without notice to you, if MoreBass suspects or determines, in its own discretion, that you may have or there is a significant risk that you have:
3.1. failed to comply with any provision of this AGREEMENT or any policies or rules established by MoreBass through any of the foregoing; or
3.2. engaged in actions relating to or in the course of using the Service that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, MoreBass, the Service, other Users or any other third parties.
4. After any termination of this AGREEMENT, you understand and acknowledge that:
4.1. we will have no further obligation to provide the Service to you; and
4.2. all licenses and other rights granted to you in this AGREEMENT will immediately cease.
4.3. MoreBass is not liable to you or any third party for termination of the Service or termination of your use of the Service. Upon any termination or suspension, you may no longer access any information (including your User Content) that you have Posted to the Service or that is related to your account.
4.4. Furthermore, MoreBass will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.
4.5. You acknowledge and agree that MoreBass will not be required to delete any of your User Content that may be stored on any servers or other backup media owned or controlled by or on behalf of MoreBass following the termination of your account.
Indemnity. You agree to indemnify and hold MoreBass, and its officers, directors, employees, agents, successors, and assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to: your access, use, or misuse of the Service, or MoreBass Content; your User Content; or your violation of this AGREEMENT.
1. MoreBass will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if MoreBass is unable to communicate with you in a timely manner because of an inactive e-mail address for you, your indemnification obligation will continue notwithstanding MoreBass’ inability to contact you in a timely manner.
2. MoreBass reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests to assist MoreBass’ defense of such matter. You agree not to settle any matter without the prior express written consent of MoreBass.
NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AND ANY CONTENT OR MATERIALS AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY USER CONTENT, THIRD PARTY CONTENT AND/OR MOREBASS CONTENT), ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MOREBASS HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, AND ANY CONTENT OR MATERIALS AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY USER CONTENT, THIRD PARTY CONTENT AND/OR MOREBASS CONTENT), WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MOREBASS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR NOT INTERFERE WITH YOUR USE OR ENJOYMENT OF ANY OTHER APPLICATIONS ON THE DEVICE ON WHICH THE SERVICE IS ACCESSED OR INSTALLED, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MOREBASS OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MOREBASS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT OR MATERIALS AVAILABLE THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY USER CONTENT, THIRD PARTY CONTENT AND/OR MOREBASS CONTENT), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MOREBASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL MOREBASS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LESSER OF (A) THE AMOUNT YOU PAID TO MOREBASS IN THE PRECEDING 12 MONTHS; OR (B) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
THIRD PARTY DISPUTES. MOREBASS IS NOT AFFILIATED WITH ANY MOBILE CARRIER, RADIO STATION OR OTHER THIRD PARTY SERVICE PROVIDER, AND ANY DISPUTE YOU HAVE WITH ANY SUCH THIRD PARTY SERVICE PROVIDER OR ANY OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE MOREBASS (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, SUCCESSORS, AND ASSIGNS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
1. YOU AND MOREBASS AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS, AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE SERVICE AGREE TO ARBITRATION, AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.
2. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
2.1. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, if you do not provide a mailing address to MoreBass, to you via any other method available to MoreBass, including via e-mail. The Notice to MoreBass should be addressed to MoreBass Inc.. at 10115 E Bell Rd, Ste 107,454. Scottsdale, AZ 85260 (the “Arbitration Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). If you and MoreBass do not reach an agreement to resolve the claim within 90 days after the Notice is received, then you or MoreBass may commence an arbitration proceeding as set forth below or file a claim in small claims court.
2.2. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence an arbitration against MoreBass, then MoreBass will promptly reimburse you for your confirmed payment of the filing fee upon MoreBass’ receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
2.3. Arbitration Proceeding. The arbitration will be conducted in the English language. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You and MoreBass agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:
2.3.1. the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
2.3.2. the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
2.3.3. any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
2.3.4. No Class Actions. YOU AND MOREBASS AGREE THAT YOU AND MOREBASS MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
2.3.5. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 180 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this AGREEMENT.
3. Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event of a breach of the AGREEMENT by MoreBass or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against MoreBass, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in the AGREEMENT.
4. Claims. You and MoreBass agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this AGREEMENT or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
4.1. Improperly Filed Claims. All claims you bring against MoreBass must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, MoreBass may recover attorneys’ fees and costs up to $8,000, provided that MoreBass has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
5. Modifications. In the event that MoreBass makes any future change to the Mandatory Arbitration provision (other than a change to MoreBass’ Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to MoreBass’ Arbitration Notice Address, in which case your account with MoreBass and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of the AGREEMENT.
6. Enforceability. If the entirety of this Section 14, or any part of it, is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to this AGREEMENT.
Governing Law. The laws of the State of Arizona, (USA), excluding its conflicts of law rules, govern this AGREEMENT and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum. PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, WHICH IS AUTOMATIC BY YOUR USE OF THIS SITE, YOU ARE WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN.
Assignment. You may not assign this AGREEMENT or any of the rights or licenses granted hereunder, directly or indirectly, without the prior written consent of MoreBass. This means that in the event you dispose of any device on which you have installed the Service, such as by sale or gift, you are responsible for deleting the Service from your mobile device prior to such disposition. MoreBass may assign this AGREEMENT, including all its rights hereunder, without restriction. Any assignment in violation of this Section is void.
Survival. The provisions of this AGREEMENT that are intended to survive the termination of this AGREEMENT by their nature will survive the termination of this AGREEMENT, including, but not limited to, Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19.
Contacting MoreBass. If you have any comments, complaints, suggestions about this AGREEMENT or the Service or otherwise would like to contact us, then you can contact MoreBass by email at support@MoreBass.com, or by U.S. post at 10115 E. Bell Rd Ste 107-454. Scottsdale, AZ 85260.