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

YOU GRANT TO RIFFLY AN EXCLUSIVE, WORLDWIDE, PERPETUAL, IRREVOCABLE AND FULLY PAID-UP RIGHT TO USE, MODIFY, REPRODUCE AND DISTRIBUTE ANY AND ALL RELATED CONTENT AND ANY DERIVATIVE WORKS THEREOF, TOGETHER WITH THE RIGHT TO SUBLICENSE. YOU UNDERSTAND THAT RIFFLY IS NOT OBLIGATED TO PAY YOU ANYTHING FOR ANY AND ALL RELATED CONTENT, OR TO FEATURE OR OTHERWISE DISPLAY YOUR CONTENT ON ANY PAGE OF THE RIFFLY WEBSITE.

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.