Sponsor Guide

Automated Sponsorships

Personalized Sponsorships

Sponsorship Agreement

Terms of Service (TOS)

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Welcome to Ever Music's Sponsorship.

Bet you didn't realize becoming an Ever Music™  (W-W-W-Music™) Sponsor could make you a worldwide Hero

Your Artist sponsor dollars are paying for the music content here at Ever Music™ -- Artists receive 100% of your Artist.

Sponsorship revenue -- Music-Lovers (your favorite target market) get to listen to Whatever-Whenever-Whevever Music™ FREE. 

Sponsor your favorite Artists or Ever Music's™ House Channel (to keep the lights on) or any combination of both!  

Engage Music Lovers Worldwide with your brand by immersing your company long-term in our Ever Music™ Community.

Realize priceless positive image perception by being the hero of Artists Globally!

 light burst blue gold 2Automated Sponsorships

Ever Music™ might be called the most "innovative" and "visionary" music site on the web -- but we just call it "plain and simple."  It didn't take an Einstein brain to figure it out, we just tuned in. The war is over and everyone wins.  Welcome to the victory party.

How to get started:

Step 1: Register as a Sponsor

Step 2: Add Your Sponsor Banner

Step 3: Start Your Sponsor Campaign

Step 4: Choose Your Sponsorship Package

Step 5: Engage Music Lovers Worldwide!

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Personalized Sponsorships

Personalized Ever Music Sponsorship Packages:

Contact us if you'd like to discuss an Ever Music™ sponsorship package personalized to meet your objectives, including:

-presenting rights
-pass-through rights
-brand channels
-product/service status
-license & endorsements
-information technology
-marketing communications
-research
-contra
-production
-performing arts charity tie-in

Personalized Artist Event Sponsorship Packages:

If you'd like to discuss a personalized sponsorship package with Artists, contact them directly and get creative!  They'll be able to not only provide the above sponsorship benefits, but can also provide the advantages of event sponsorship for their live shows, getting you elbow to elbow with Music Lovers!  It doesn't get any better!

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Sponsorship Agreement

This agreement, which Sponsors agree to once registered and accepted as an Ever Music™ (W-W-W-Music™) Sponsor, is to accompany Sponsors' and/or their Agencies' (collectively referred to as "Sponsor" for the remainder of this agreement) purchases of W-W-W-Music™ automated sponsorship packages[url]. This agreement does not cover customized sponsorships, which will each have a personalized, comprehensive agreement negotiated between each Sponsor and W-W-W-Music™.

I. SPONSORSHIP PACKAGE ORDERS

a. Through W-W-W-Music's™ automated sponsorship package system, Sponsors may create their own sponsor banners [according to the technical specifications provided], campaigns, and package purchases at their convenience.  A sponsorship package order will be binding once W-W-W-Music™ has confirmed the order.  Delivery is automatically activated once an order is confirmed.  Confirmed orders are non-refundable.  Each automated sponsorship package shall specify: (a) the type(s) and amount(s) of sponsor banner inventory included in each sponsorship package to be delivered (the “Deliverables”); (b) the price(s) for such Deliverables; (c) auto-renewal instructions (if applicable), (d) the start and end dates of the campaign, and (e) sponsor banner placement information.

b. W-W-W-Music™ will make commercially reasonable efforts to confirm with Sponsor via Sponsor account email within one business day of receipt of a sponsorship package order.  Once the order is confirmed, the sponsorship package will activate immediately on W-W-W-Music's™ site as specified in the sponsorship package. 

c.  Revisions to confirmed sponsorship package orders are not possible as sponsor banner delivery begins automatically, and runs until the stated end date, immediately upon order confirmation.  No refunds will be provided for confirmed orders.

II. SPONSOR BANNER PLACEMENT AND POSITIONING

a.  W-W-W-Music's™ automated sponsorship package system complies with the stated specifications, including all sponsor banner placement, creates a balanced delivery schedule, and provides, within the scope of the sponsorship package, a sponsor banner to the zone placement specified in the sponsorship package when such zone is called up by a W-W-W-Music™ user, utilizing an automated program which Sponsors self-activate through the Sponsor Control Panel.  W-W-W-Music's™ participation is limited to banner and campaign approval in accordance with the W-W-W-Music™ Terms of Service and the Terms contained herein, and order confirmation.  If an order has been confirmed, but the reports in the Sponsor Control Panel are not functioning or state delivery has not begun, email for resolution.

III. PAYMENT AND PAYMENT LIABILITY

a.  Payment

Payment in full for each automated sponsorship package is made at the time of purchase via PayPal.  Orders are not confirmed, and sponsorship package delivery does not begin, until payment in full is received.  Rates listed are net and confirmed orders are non-refundable.  Sponsorship package orders are non-transferable.  If the particular sponsorship package is designated as a "Charter Sponsor Membership" package, (a limited number of non-transferable Charter sponsor membership packages were initially offered as an incentive to early Sponsors) then a "Charter Rate Freeze" applies, and the initial rate can be retained as long as the package is renewed each term.  All other sponsorship packages are non-renewable.  New sponsorship packages must be purchased when each package term expires at current rates listed, though uploaded sponsor banners can be retained in Sponsor's Control Panel and attached to future campaigns for use in future orders.

b.  Payment Liability

Full payment of sponsorship package order is received prior to order confirmation and commencement of order delivery.  W-W-W-Music™ will not refund any monies received from any agency or any other entity or person on Sponsor(s) behalf, even if the relationship and contract between the agency or entity or person and the named Sponsor dissolves or is not as represented by agency or entity or person, regardless of the sponsorship package order term.  Sponsor(s) interests will continue to be represented through delivery of the sponsorship package order as specified at purchase.  W-W-W-Music™ trusts that agency or entity or person has been given authority by Sponsor to make sponsorship package orders on Sponsor's behalf, as represented by agency's/entity's/person's agreement to this contract through registration and purchase executed in Sponsor's name.  An agency's/entity's/person's sole remedy lies in mediation with Sponsor regarding purchases made during the two parties' contracted representation period. W-W-W-Music™ provided services as contracted and incurs no liability.

IV. REPORTING

a. W-W-W-Music™ will make commercially reasonable efforts, within one business day of each request, to provide to Sponsor via Sponsor's account email account approval, sponsor banner approval, and campaign approval.  W-W-W-Music™ will make commercially reasonable efforts, within one business day of each request, to provide order confirmation to Sponsor, via Sponsor account email, thereby immediately activating delivery.

b.  While it is acknowledged that sponsorships seek to engage their target audience in a different manner than advertising, and therefore, overall sponsorship measurement must be different than for advertising, as a courtesy, W-W-W-Music™ provides traditional, on-demand reports for sponsor banner delivery located in Sponsor Control Panel.  If report system is not functioning, or report states delivery has not begun, email for resolution.

c. W-W-W-Music™ may occasionally, as a courtesy, also provide traditional reports to Sponsor's account email.

d. Upon expiration of Sponsor's sponsorship package order, W-W-W-Music™ will contact Sponsor via Sponsor's account email with a courtesy traditional Campaign Summary Report, and instructions to place new sponsorship package orders.

V. CANCELLATION AND TERMINATION

a. Once W-W-W-Music™ confirms an order, sponsorship package delivery immediately begins. Once delivery begins, the sponsorship package order cannot be cancelled or terminated, and no refunds will be given.

VI. MAKEGOODS

a. Sponsor may monitor activation and delivery of the sponsorship package order via the automated reporting system in Sponsor Control Panel, and may notify W-W-W-Music™ as soon as possible if Sponsor believes that delivery has not begun.  In the case of a probable or actual under-delivery, the parties may arrange for makegood consistent with these Terms and Conditions.

b.  In the event that W-W-W-Music™ confirms actual delivery for any campaign did not begin, as set forth in the sponsorship package order, Sponsor and W-W-W-Music™ will make an effort to agree upon the conditions of a makegood flight. If no makegood can be agreed upon, Sponsor may execute a credit equal to the value of the un-delivered sponsorship package order for which it was charged. In no event shall W-W-W-music™ provide a makegood or extend any sponsorship package beyond the period set forth in the order without prior written consent of Sponsor. 

VII. FORCE MAJEURE

a. W-W-W-Music™ will not be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.  In the event that W-W-W-Music™ suffers such a delay or default, W-W-W-Music™ shall make reasonable efforts within five business days to recommend a substitute transmission time period for the sponsorship package order.  If no such substitute time period or makegood is reasonably acceptable to Sponsor, W-W-W-Music™ shall credit Sponsor a pro rata amount for the un-used time for the sponsorship package order.

b.  To the extent that a force majeure has continued for 5 business days, W-W-W-Music™ or Sponsor has the right to cancel the remainder of the sponsorship package order without penalty.  If such cancellation option is activated, W-W-W-Music™ shall credit Sponsor a pro rata amount for the un-used time for the sponsorship package order.

VIII. SPONSOR BANNER MATERIALS

a.  It is Sponsor's obligation to upload sponsor banner materials in accordance with W-W-W-Music's™ sponsor banner criteria and/or specifications (including content limitations, technical specifications, W-W-W-Music's™ Terms of Service (TOS) Sponsor agreed to upon registration and acceptance, privacy policies, user experience policies, policies regarding consistency with W-W-W-Music's™ public image, community standards regarding obscenity or indecency, other editorial or sponsorship policies) (collectively "Policies"). 

b. W-W-W-Music™, on one hand, and Sponsor, on the other, will not use the other’s trade name, trademarks, logos or marketing communications in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or a sponsorship package order without the other’s prior written approval.

IX. INDEMNIFICATION

a.   Sponsor agrees to defend, indemnify and hold harmless W-W-W-Music™, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Sponsor's breach of Section XII, Sponsor's display or delivery of any sponsorship package order in breach of these Terms and Conditions or the terms of a sponsorship package order, or that materials provided by Sponsor for a sponsor banner violate the right of a Third Party, are defamatory or obscene, or violate any  law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling W-W-W-Music's™ specifications provided that Sponsor did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided and uploaded by Sponsor and Sponsor knew or should have reasonably known from the visual or sonic expression of the sponsor banner, while W-W-W-Music™ did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. An Affiliate means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. A "Third Party" means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

b.  Sponsor agrees to defend, indemnify and hold harmless W-W-W-Music™ its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Sponsor's breach of Section XII, violation of Policies provided to Sponsor upon registration and acceptance, or the content or subject matter of any Sponsor Banner or Sponsor Banner Materials to the extent used by W-W-W-Music™ in accordance with these Terms and Conditions or a sponsorship package order, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.

c. Sponsor, or any claimed representative, represents and warrants that it has the authority to bind Sponsor to these Terms and Conditions and each sponsorship package order.  Sponsor agrees to defend, indemnify and hold harmless W-W-W-Music™ its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Sponsor’s, or any claimed representative of Sponsor, alleged breach of the foregoing sentence.

d.   If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.  If W-W-W-Music™, in its reasonable and good faith judgment conclude that Sponsor is not capable of defending Sponsor's or W-W-W-Music's™ interests against any Claims, then W-W-W-Music™ shall have the option to control the defense in any matter or litigation through counsel of its own choosing to defend against any such Claim for which Sponsor owes W-W-W-Music™ an indemnification, and the costs of such counsel, as well as any court costs, shall be at Sponsor's expense.

e.   Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section X, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable.  A "Related Party" is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

X. LIMITATION OF LIABILITY

a. Excluding the parties obligations under Section X or damages that result from a breach of Section XII or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.

XI. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

a.  Any marked confidential information and proprietary data provided by one party set forth in the sponsorship package order, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

b. For purposes of this Section, Sponsor, and any claimed representative, shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

c.  All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Sponsor pursuant to the Sponsor ’s posted privacy policy is the property of Sponsor, is subject to the Sponsor's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the sponsorship package order signed by both parties.

d. W-W-W-Music™, and Sponsor shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws.

e. Sponsor and W-W-W-Music™ will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

XII. MISCELLANEOUS

a.   W-W-W-Music™ represents and warrants that W-W-W-Music™ has all necessary permits, licenses, and clearances to sell the inventory represented in the sponsorship package order subject to the terms and conditions of this agreement, including any applicable Policies. Sponsor represents and warrants that Sponsor has all necessary licenses and clearances to use the content contained in their Sponsor Banners and Sponsor Banner Materials.

b. Sponsor may not resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without W-W-W-Music's™ prior written approval will be null and void. All terms and provisions of these Terms and Conditions and each sponsorship package order will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

c. These Terms and Conditions, W-W-W-Music's™ Terms of Service, and the related sponsorship package orders constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the sponsorship package order.

d. In the event of any inconsistency between the terms of a sponsorship package order and these Terms and Conditions, or the Terms of Service, these Terms and Conditions, and W-W-W-Music™ Terms of Service shall prevail.  The laws of the State of California shall govern all sponsorship package orders.  W-W-W-Music™ and Sponsor or any claimed representative agree that any claims, legal proceeding or litigation arising in connection with the sponsorship package order (including these Terms and Conditions, & W-W-W-Music™ Terms of Service) will be brought solely in California, and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions, W-W-W-Music™ Terms of Service, or any sponsorship package order shall be binding unless in writing and signed by both parties.  If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.  All rights and remedies hereunder are cumulative.

e.  Any notice required to be delivered hereunder shall be considered delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax.  All notices to W-W-W-Music™ shall be sent electronically to sponsor, or if required by law, by US mail to address listed on Site.  All notices to Sponsor shall be sent electronically to Sponsor's account email, or, if required by law, by US mail to address listed in Sponsor's account.

f. Sections III, VI, IX, X, and XII shall survive termination or expiration of this Agreement.  In addition, each party shall return or destroy the other party’s Confidential Information and remove Sponsor Banner Materials.

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W-W-W-Music™

Terms of Service (TOS)

MUSIC-LOVER, ARTIST AND SPONSOR TERMS OF SERVICE (TOS):

This agreement was most recently updated on 12/29/2011.

Welcome to the W-W-W-Music.com Site, which is located at w-w-w-music.com (the "Site"). The following Terms of Service ("TOS") contain the terms and conditions that govern your use of the Site and W-W-W-Music™ Service (as defined below).  Registration on the Site constitutes your agreement to and acceptance of all the TOS.

W-W-W-Music™ (a division of Paradunai™LLC., along with our licensees and assignees referred in this Agreement as “us” and “we” and “W-W-W-Music™”) reserves the right to add to, delete or change these TOS because of frequent changes in Internet technology and applicable law. As such, you should check these TOS from time to time for such changes.

1. The W-W-W-Music™ Service. W-W-W-Music™ provides a number of Internet-based services and products through the Site (all such services, collectively, the "W-W-W-Music Service" and “Products”). W-W-W-Music™ users may create personal playlists, listen to on-demand music and purchase individual Products through W-W-W-Music’s™ Buy Link Service for their own use or sell Sponsorships and Products through the Site. Users who are Artists and who would like to sell Products for digital download through a link to their retail store must also enter into the Digital Rights Agreement, found here: (http://w-w-w-music.com/legal) and Users who are Artists who would like to sell Sponsorships through the Site must also enter into the Artist Sponosrship Agreement, found here: (http://w-w-w-music.com/legal). W-W-W-Music™ allows all Users to browse the Site and purchase Products from the Site via the Buy Link Service and approved Sponsors to browse the Site and purchase Sponsorships from the Site via W-W-W-Music™ Sponsorships automated service. W-W-W-Music™ may offer a number of other services and products on its Site, which may change from time to time.

2. Use of the Site and W-W-W-Music™ Service.

(a) Eligibility. W-W-W-Music™ will only knowingly provide the W-W-W-Music™ Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the W-W-W-Music™ Service only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The W-W-W-Music™ Service is not intended for children under the age of 13.

(b) Compliance With TOS and Applicable Law. You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the W-W-W-Music™ Service and the Site.

(c) Your License to Use the Site and the W-W-W-Music™ Service.

(1) W-W-W-Music™ and its licensors solely and exclusively owns all intellectual property and other right, title and interest in and to the W-W-W-Music™ Service and Site, except as expressly provided for in these TOS. You will not acquire any right, title or interest therein under these TOS or otherwise.

(2) W-W-W-Music™ grants you a limited revocable license to access and use the Site and the W-W-W-Music™ Service for its intended purposes, subject to your compliance with these TOS. This license does not include the right to collect or use information contained on the Site for purposes prohibited by W-W-W-Music™; create derivative works based on the Products or any third party content available via the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this TOS, W-W-W-Music™ may revoke the license granted to you.

(3) This Section 2(c) does not pertain to your intellectual property rights. Any rights relating to materials that you as an Artist upload to the Site are covered by the Digital Rights Agreement (http://w-w-w-music.com/legal).

(d) Third-Party Services. W-W-W-Music™ may use third parties to provide certain services accessible through the Site. W-W-W-Music™ does not control those third parties or their services, and you agree that W-W-W-Music™ will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with W-W-W-Music’s™ TOS, agreements or policies, you must comply with W-W-W-Music's™ TOS, agreements or policies, as applicable.

3. Rules For Use Of the Site.

(a) Prohibited Use. Except as may be expressly permitted by W-W-W-Music™, you may not: (i) interfere with the W-W-W-Music™ Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the W-W-W-Music™ Service; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the W-W-W-Music™ Service; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain W-W-W-Music's™ name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the W-W-W-Music™ Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOS.

(b) Privacy Policy. By entering into these TOS, you agree to W-W-W-Music's™ collection, use and disclosure of your personal information in accordance with the W-W-W-Music™ Privacy Policy, found here: privacy-policy.

(c) Ordering Products, Sponsorships. If you purchase Products through the Site’s Buy Link Service, you agree to do so in accordance with W-W-W-Music's™ Customer Bill of Rights below. Title to Products that you buy will pass to you upon delivery of the Products to the common carrier.  If you purchase Sponsorships through the Site, you agree to do so in accordance with W-W-W-Music’s™ Sponsor Terms and Conditions here (http://w-w-w-music.com/legal)

* If you need to cancel your Products order, you will have to do so at the link address where you purchased.  W-W-W-Music™ provides the Buy Link Service but has no control over destination link policies or procedures.  If you need to cancel your Sponsorship order, contact Customer Service by email. Please include your name and the campaign name associated with your order that you would like to cancel. If you’ve already completed an order and wish to add a new campaign to that order, you’ll need to cancel that order and place a new order. Please note that if your order has already been processed, you may not be able to cancel it or modify it immediately.

 

(d) Monitoring. W-W-W-Music™ reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If W-W-W-Music™ determines, in its sole and absolute discretion, that you or another W-W-W-Music™ user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, W-W-W-Music™ may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

(e) Modification of the Service. W-W-W-Music™ may modify the W-W-W-Music™ Service at any time with or without notice to you, and will incur no liability for doing so.

4. Submissions. When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant W-W-W-Music™ permission to use such submissions for marketing and other promotional purposes. You agree that W-W-W-Music™ will have no obligation to keep any Submissions confidential and you will not bring a claim against W-W-W-Music™ based on "moral rights" or the like arising from W-W-W-Music's™ use of a Submission.

5. Representations and Warranties.

(a) Mutual Representations and Warranties. You represent and warrant to W-W-W-Music™ and W-W-W-Music™ represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of your or its obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with their terms and conditions.

(b) By You. You represent and warrant to W-W-W-Music™ that, in your use of the W-W-W-Music™ Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to W-W-W-Music™ that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (ii) W-W-W-Music™ will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that W-W-W-Music™ incurs in providing the W-W-W-Music™ Service; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

6. Disclaimers, Exclusions, and Limitations.

(a) DISCLAIMER OF WARRANTIES. W-W-W-Music™ PROVIDES THE SITE AND W-W-W-Music™ SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. W-W-W-Music™ DOES NOT REPRESENT OR WARRANT THAT THE SITE, W-W-W-Music™ SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. W-W-W-Music™ MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

(b) EXCLUSION OF DAMAGES. W-W-W-Music™ WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE W-W-W-Music™ SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID OR PAYABLE BY W-W-W-Music™ TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

7. Indemnification. You will indemnify and hold W-W-W-Music™ and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOS. If you have to indemnify W-W-W-Music™ under this Section, W-W-W-Music™ will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without W-W-W-Music's express written permission.

8. Termination.

(a) Termination. W-W-W-Music™ may suspend or terminate your use of the Site or W-W-W-Music™ Service if it believes, in its sole and absolute discretion, that you have breached a term of these TOS.

(b) Survival. These TOS will survive indefinitely unless and until W-W-W-Music™ chooses to terminate them.

(c) Effect of Termination. If you or W-W-W-Music™ terminates your use of the Site or the W-W-W-Music™ Service, W-W-W-Music™ may delete any Submissions or other materials relating to your use of the W-W-W-Music™ Service on W-W-W-Music's™ servers or otherwise in its possession and W-W-W-Music™ will have no liability to you or any third party for doing so.

9. Notice. All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to W-W-W-Music™, you must use the following addresses: W-W-W-Music™, 477 Peace Portal Drive, Suite 107-420 Blaine, WA 98230 or admin. If W-W-W-Music™ provides notice to you, W-W-W-Music™ will use the contact information provided by you to W-W-W-Music™. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non- delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

10. Dispute Resolution.

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND W-W-W-Music™ AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), 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 YOUR USE OF THE SERVICES. 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.

(b) 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, in the absence of a mailing address provided by you to W-W-W-Music™, to you via any other method available to W-W-W-Music™, including via e-mail. The Notice to W-W-W-Music™ should be addressed to: [W-W-W-Music™ / ATTN: C. de Troyes / 477 Peace Portal Drive, Suite 107-420, Blaine, WA  98230] (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and W-W-W-Muisc™ do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or W-W-W-Music™ may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL 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 or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.  You are solely responsible for the payment of any filing fee.

(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and W-W-W-Music™ 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: (i) the arbitration shall 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; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(d) No Class Actions. YOU AND W-W-W-Music™ AGREE THAT YOU AND W-W-W-Music™ 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 SHALL BE NULL AND VOID.

(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 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 shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.

(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and W-W-W-Music™ under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Whatcom County, Washington, and you and W-W-W-Music™ hereby submit to the personal jurisdiction and venue of these courts.

(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which W-W-W-Music™ seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by W-W-W-Music™ 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 W-W-W-Music™, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

(h) Claims. You and W-W-W-Music™ 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, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(i) Improperly Filed Claims. All claims you bring against W-W-W-Music™ must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, W-W-W-Music™ may recover attorneys’ fees and costs up to $5,000, provided that W-W-W-Music™ has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

11. Miscellaneous. These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. These TOS will not be assignable or transferable by you without the prior written consent of W-W-W-Music™. These TOS (including all of the policies and other Agreements described in this TOS, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and W-W-W-Music™ are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect.

 

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