YOUR ACCEPTANCE

ALTHOUGH WE MAY ATTEMPT TO NOTIFY YOU WHEN MAJOR CHANGES ARE MADE TO THESE TERMS OF SERVICE, YOU SHOULD PERIODICALLY REVIEW THE MOST UP-TO-DATE VERSION http://www.riffly.com/tos). RIFFLY MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THESE TERMS OF SERVICE AND POLICIES AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS OR REVISIONS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO CONFER ANY THIRD-PARTY RIGHTS OR BENEFITS.

AGREEMENT

THIS TERMS OF USE/USER LICENSE (THIS “AGREEMENT”) CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE OWNERS OF RIFFLY.COM (“RIFFLY”). CONTINUED USE OF ANY RIFFLY SERVICE CONSTITUTES ASSENT TO THE TERMS OF THIS AGREEMENT AS SUCH TERMS MAY BE AMENDED FROM TIME TO TIME. YOUR FAILURE TO ADHERE TO THE TERMS AND OBLIGATIONS INCLUDED HEREIN SHALL CONSTITUTE A BREACH OF THIS AGREEMENT, WHICH MAY RESULT IN PERSONAL LIABILITY FOR YOU UNDER THE INDEMNITY SET FORTH BELOW AND/OR IN IMMEDIATE TERMINATION OF YOUR ACCOUNT AND, AT RIFFLY'S SOLE DISCRETION, THE DELETION OF ALL CONTENT RELATED THERETO.

COPYRIGHT

AS A RIFFLY USER YOU MAY SUBMIT VIDEO/AUDIO CONTENT ("VIDEO/AUDIO CONTENT") AND TEXTUAL CONTENT ("TEXT CONTENT"). VIDEO/AUDIO CONTENT AND TEXT COMMENTS ARE COLLECTIVELY REFERRED TO AS "USER SUBMISSIONS." YOU UNDERSTAND THAT WHETHER OR NOT SUCH USER SUBMISSIONS ARE PUBLISHED, RIFFLY DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY USER SUBMISSIONS.

YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR OWN USER SUBMISSIONS AND THE CONSEQUENCES OF POSTING OR PUBLISHING THEM. IN CONNECTION WITH USER SUBMISSIONS, YOU AFFIRM, REPRESENT, AND/OR WARRANT THAT: YOU OWN OR HAVE THE NECESSARY LICENSES, RIGHTS, CONSENTS, AND PERMISSIONS TO USE AND AUTHORIZE RIFFLY TO USE ALL PATENT, TRADEMARK, TRADE SECRET, COPYRIGHT OR OTHER PROPRIETARY RIGHTS IN AND TO ANY AND ALL USER SUBMISSIONS TO ENABLE INCLUSION AND USE OF THE USER SUBMISSIONS IN THE MANNER CONTEMPLATED BY THE WEBSITE AND THESE TERMS OF SERVICE.

FOR CLARITY, YOU RETAIN ALL OF YOUR OWNERSHIP RIGHTS IN YOUR USER SUBMISSIONS. HOWEVER, BY SUBMITTING USER SUBMISSIONS TO RIFFLY, YOU HEREBY GRANT RIFFLY A WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE, SUBLICENSEABLE AND TRANSFERABLE LICENSE TO USE, REPRODUCE, DISTRIBUTE, PREPARE DERIVATIVE WORKS OF, DISPLAY, AND PERFORM THE USER SUBMISSIONS IN CONNECTION WITH THE RIFFLY WEBSITE AND RIFFLY'S (AND ITS SUCCESSORS' AND AFFILIATES') BUSINESS, INCLUDING WITHOUT LIMITATION FOR PROMOTING AND REDISTRIBUTING PART OR ALL OF THE RIFFLY WEBSITE (AND DERIVATIVE WORKS THEREOF) IN ANY MEDIA FORMATS AND THROUGH ANY MEDIA CHANNELS. THE ABOVE LICENSES GRANTED BY YOU IN USER VIDEOS TERMINATE WITHIN A COMMERCIALLY REASONABLE TIME AFTER YOU REMOVE OR DELETE YOUR USER VIDEOS FROM THE RIFFLY WEBSITE. YOU UNDERSTAND AND AGREE, HOWEVER, THAT RIFFLY MAY RETAIN, BUT NOT DISPLAY, DISTRIBUTE, OR PERFORM, SERVER COPIES OF USER SUBMISSIONS THAT HAVE BEEN REMOVED OR DELETED. THE ABOVE LICENSES GRANTED BY YOU IN USER COMMENTS ARE PERPETUAL AND IRREVOCABLE.

INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD RIFFLY (AND ANY EMPLOYEE, OFFICER, DIRECTOR OR AFFILIATE OF RIFFLY) HARMLESS (INCLUDING COSTS AND ATTORNEYS' FEES) FROM ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO THE RIFFLY SITE OR SERVICE, THE VIOLATION OF THIS AGREEMENT BY YOU, THE INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR FOR ANY CONTENT POSTED ON THE RIFFLY SITE BY YOU (INCLUDING CLAIMS RELATED TO DEFAMATION, INVASION OF PRIVACY, OR OTHER VIOLATION OF A PERSON'S RIGHTS). YOUR OBLIGATIONS UNDER THE FOREGOING INDEMNITY MAY NOT BE OFFSET AGAINST ANY OTHER CLAIM YOU MAY HAVE AGAINST RIFFLY OR ANY RIFFLY PERSON. YOU REMAIN SOLELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, EMAIL, TRANSMIT, OR OTHERWISE DISSEMINATE USING, OR IN CONNECTION WITH, THE SOFTWARE OR THE RIFFLY SERVICE.

WARRANTY

THE RIFFLY SERVICE, THE RIFFLY SITE AND THE SOFTWARE IS PROVIDED BY RIFFLY ON AN “AS IS” BASIS. RIFFLY AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE RIFFLY SITE OR IN ASSOCIATION WITH THE RIFFLY SERVICES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, RIFFLY AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RIFFLY AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN OR AVAILABLE ON THE RIFFLY SITE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

POTENTIAL UNAVAILABILITY

THE RIFFLY SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. RIFFLY SHALL NOT BE LIABLE FOR ANY FAILURE OF THE SOFTWARE, RIFFLY SITE OR RIFFLY SERVICE. SUCH FAILURE MAY RESULT FROM ANY CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE BEYOND RIFFLY'S REASONABLE CONTROL, SUCH AS MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION (INCLUDING “LINE-NOISE” INTERFERENCE). YOU AGREE THAT RIFFLY SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF MATERIALS, CONTENT, OR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE.

LIMITATION OF LIABILITY

RIFFLY AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RIFFLY'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO RIFFLY FOR THE RIFFLY SERVICES, OR TEN DOLLARS, IF GREATER. YOU SPECIFICALLY ACKNOWLEDGE THAT RIFFLY IS NOT LIABLE FOR THE CONTENT SUBMITTED BY ANY USER OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF A THIRD PARTY. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TERM AND TERMINATION

UNLESS TERMINATED BY RIFFLY, THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT WHILE YOU USE THE SOFTWARE, RIFFLY SITE AND/OR RIFFLY SERVICES. YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME BY DELETING THE SOFTWARE FROM YOUR COMPUTER AND CEASING TO USE THE RIFFLY SERVICE. RIFFLY MAY TERMINATE THIS AGREEMENT AT ANY TIME, PARTICULARLY IF YOU VIOLATE ANY PROVISION OF THIS AGREEMENT. ANY TERMINATION OF THIS AGREEMENT SHALL ALSO TERMINATE THE LICENSES GRANTED HEREUNDER. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL DESTROY AND REMOVE FROM ALL COMPUTERS, AND OTHER STORAGE MEDIA ALL COPIES OF THE SOFTWARE. RIFFLY SHALL HAVE THE RIGHT TO INSPECT AND AUDIT YOUR FACILITIES TO CONFIRM THE FOREGOING.