TERMS & CONDITIONS
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TERMS OF USE
TERMS OF USE AGREEMENT
CAREFULLY BECAUSE IT DESCRIBES
THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF OUR
WEBSITE, THE SERVICE AND OUR SOFTWARE, THE PRIVACY
POLICY THAT APPLIES TO YOU AND THE COPYRIGHT COMPLIANCE
POLICY THAT APPLIES TO YOU
This is the official Terms of Use Agreement ("Terms of Use Agreement") for URGETM, a proprietary branded digital online music service ("URGE" or "Service") provided by MTVN DMS Inc. ("MTVN", "we", "our" or "us"), a wholly owned subsidiary of Viacom International Inc. (our "Parent Company"). We will refer, individually and collectively, to our Parent Company, as well as its or our direct or indirect subsidiaries, corporate affiliates, agents and representatives as the "MTVN Entities" in this Terms of Use Agreement.
The primary web site address for URGE on the World Wide Web is http://www.urge.com, and we will use the term "Website" in this Terms of Use Agreement to include the primary URGE web site, as well as all our URGE web sites and web pages within those web sites and all equivalent, mirror, replacement, substitute or backup web sites and web pages that are associated with the primary Website.
This Terms of Use Agreement, which includes our official privacy policy for the Website and URGE ("Privacy Policy") and our official copyright compliance policy ("Copyright Compliance Policy"), which can be read at anytime at http://www.urge.com/privacypolicy.jhtml and http://www.urge.com/, respectivly which are incorporated into and form a part of this Terms of Use Agreement, constitutes a legally binding agreement between you and MTVN and governs all the services, content, information, features, functions and activities offered by MTVN in connection with the Website and Service and does not cover any other web sites, web pages or any other service, whether or not provided by, through or for any MTV Network programming channel or service, the MTVN Entities, nor those of any suppliers, Advertisers, licensors, operational service providers, promotional partners, sponsors or providers to MTVN and/or the MTVN Entities, nor any other person, firm or enterprise, unless specifically stated.
Throughout this Terms of Use Agreement, when we use the term "URGE" or "Service" to refer to our proprietary branded digital online music service, we also mean and include Content, including Software, each as defined in the section of this Terms of Use Agreement entitled Proprietary Rights and Intellectual Property. The use of Software is also governed by and subject to the terms of the End User License Agreement for Software ("EULA") which can be read at any time at http://www.urge.com/EULA.jhtml and which is incorporated into and forms a part of this Terms of Use Agreement.
By using the Website, Service or Software you acknowledge and confirm to us that you have read, understand and agree to, shall abide by and comply with all of the terms and conditions of this Terms of Use Agreement, as well as The Privacy Policy, The Copyright Compliance Policy , the EULA and, if you register to become a Registered User of URGE, the Registered User Agreement applicable to URGE ("Registered User Agreement ") which can be read at http://www.urge.com/termsofuse.jhtml#registeredUser. In addition, any and all terms and conditions, rules of participation for certain activities and services including, but not without limitation, Promotions such as contests and sweepstakes, award programs, clubs, email and dating services ("Rules"), any and all terms and conditions applicable to your purchase of Products and any other terms and conditions that we indicate shall apply to your participation in or use of any goods, services, products, features, functions and/or activities available to you in connection with URGE, the Website and/or the Software will form a part of this Terms of Use Agreement and shall be incorporated herein if, when and to the extent you participate in, use, take advantage of or attempt to do so with respect to any of the foregoing things (the "Additional Terms"). For ease of reference, we may refer to this Terms of Use Agreement, together with THE Privacy Policy, the Copyright Compliance Policy , EULA and, if applicable, the Registered User Agreement and any relevant Additional Terms as the "Agreement". If there are terms we use that are not defined in this Terms of Use Agreement such terms are defined in the other documents that form our Agreement with you and if and as they are used, we incorporate their meaning and definitions into this Terms of Use Agreement.
The Website, the Software and the Service is offered and made available only to users 13 years of age or older who are residents of the United States of America ("U.S."), its territories and possessions including the District of Columbia, American Samoa, Baker Island, Guam, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Northern Mariana Islands, Palmyra Atoll, Puerto Rico, U.S. Virgin Islands and Wake Island (collectively, the "Territory").
The words "use" or "using" in this Agreement, means any time an individual (a "user"), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Website or the Service, transmit, receive or exchange data or communicate with the Website or the Service, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Website or the Service, for any purpose whatsoever. Your Agreement with us does not cover your rights or responsibilities with respect to third party content or web sites or any links that may direct your browser or your connection to third party sites or pages.
Your Agreement with us will remain in full force and effect as long as you are a user as defined above and even if your use of any service, feature or function, any subscription, registration, your status as a Registered User, your Account, Payment Account, Trial Period, Paid Subscription Plan or participation in any activity or Promotion, terminates, is cancelled, suspended or deactivated, you will not be relieved from and you will still be bound by and required to comply with those obligations in the Agreement that arose from your use of URGE, the Website and/or any Content.
USERS DO NOT HAVE TO REGISTER
Although you do not have to register to be a user (i.e., to visit) or take advantage of some of the features and functions of URGE or the Website, in order to access, use or take advantage of many of the enhanced and certain other valuable services, features, functions and services that are available from or through URGE, including certain downloads, free trials and subscription plans, you must register and become a "Registered User" as defined and described in the Registered User Agreement .
We obtain certain information from all users of the Software, the Website and the Service, when you enter Promotions, respond to Advertisers or otherwise engage in activities or transactions with the Website, the Service or the Software, whether you are a visitor, user or a Registered User. You should read our Privacy Policy, which describes the Personal Information (i.e., the personally identifiable information) we collect, use, manage, store and disclose.
AGE ELIGIBILITY REQUIREMENTS
If you are under the age of 13, you may not register for or use the Service or the Website, you may not register or become a Registered User, Basic Registered User, set up an Account or Payment Account, participate or enter any Promotions, purchase any Products, purchase or redeem any Gift Certificates or otherwise use, engage or participate in the Service, the Website or the Software, or any of the services, activities, features or functions of the Website, the Service or the Software. If you are over the age of 13 years old and under the age of 18 years (or whatever the age of adulthood is in the place of your residence within the Territory) you are deemed to be a "Minor." If you are a Minor in the place of your residence within the Territory, in order to use the Service, the Website, the Software register as a Registered User or a Basic Registered User, set up an Account or Payment Account or do any of the things mentioned above or related to the Service, the Software and the Website, you must present this Terms of Use Agreement, The Privacy Policy, The Copyright Compliance Policy , and EULA to your parent (or your legal guardian) who must read, understand and agree to all of the terms and conditions of the Agreement on your behalf.
If you are a parent (or legal guardian) registering on behalf of your Minor child or setting up an Account or Payment Account on behalf of your Minor child, then you are agreeing to be and shall be fully responsible for the Minor child, shall be bound by, comply with and agree to enforce compliance with all of the terms and conditions of this Terms of Use Agreement. If you are a Minor, then by clicking (or selecting) the "I Accept" or comparable term or icon we provide upon the completion of the registration process, you are certifying to us that you have your parent's (or legal guardian's) approval and consent to use the Service, the Software and the Website and represent to us that you and your parent (or legal guardian) have read, understood and agree to be bound by and comply with all of the terms and conditions, including The Privacy Policy, The Copyright Compliance Policy , and EULA and if you wish to register to become a Registered User, the Registered User Agreement which, among other things governs your use and participation in the subscription services, downloads and the use and purchase of Content in connection with the Service, signifies that you are authorized to set up an Account, submit billing and payment information and use the credit, charge or debit card account submitted for payment in connection, in all cases in connection with your User ID and any Account and/or Payment Account you set up as a Registered User.
If your parent (or legal guardian) does not agree to (or shall not or cannot comply with) all of the terms and conditions in the Terms of Use Agreement, including The Privacy Policy, The Copyright Compliance Policy , EULA , and, if applicable, the Registered User Agreement , or if he or she does not wish you, his or her Minor child, to use, register or become a Registered User, set up an Account or Payment Account or do or attempt to do any of these things, neither you, the Minor child, nor your parent or legal guardian should register, complete the registration process, set up an Account or Payment Account, nor use or attempt to use URGE, the Software, or the Website, participate in any Promotion, purchase any Product, Gift Certificate or otherwise use, access, engage in or participate in any activity, service, feature or function of the Service, the Software, or the Website, nor should a parent or legal guardian allow, enable or condone any Minor's doing or attempting to do any of these things for any reason or for any purpose.
MODIFICATIONS
We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms and conditions of this Terms of Use Agreement, The Privacy Policy, The Copyright Compliance Policy , EULA and Registered User Agreement , any Rules and/or any other terms and conditions that apply to Promotions and/or your use of Products, services, features, functions and/or activities in connection with URGE, the Website and/or the Software, all of which, as applicable and specified herein or in those documents, make up our Agreement with you.
We will post or display notices of material changes on the Website and we may also email you about these changes. Once we post them on the Website, these changes become effective immediately and if you use the Website, the Service or Software or use any services, features or functions or participate in any Promotions or activities applicable to URGE after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review these terms and conditions so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your Agreement with us.
We also reserve the right, at any time and from time to time, in our sole discretion, to change, modify, suspend, withdraw or discontinue, temporarily or permanently, all or any portions of the Service, the Software or the Website including, without limitation, any particular Content, Promotion, Product offering, activities, services, features or functions, with or without notice to you, and without any liability to you or any other party. New Content, Software, Promotions, Products, features, functions and services added or modified in URGE, shall be subject to the Agreement unless we notify you otherwise. Although use of certain Software and sections of the Website and the Service may be made available to users (e.g., visitors to the Website) who do not register or become Registered Users and are without a fee or charge, we reserve the right to charge for access to or use of any section or portion of the Service, Software or the Website in the future, or to require registration, an Account or Payment Account, at any time and from time to time, in our sole discretion.
PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY
When we use the term "Content" we mean and are referring to all content, music, audio, video, audio-visual, text, graphics, artwork, illustrations, images, photographs, animations, data, information, software, databases, designs, other proprietary information and materials and all copyrightable or otherwise legally protectible elements of the Service, Software and Website, tangible or intangible, including, without limitation, the selection, sequence, 'look and feel' and arrangement of items, as well as all copyright and other rights in Marks or other intellectual property which you may encounter, are provided by, available from, or for your use in connection with URGE, the Website and Software. The use of all Content which is programming, program code, programming language, software and any and all associated code and documentation, including, without limitation, any made available for downloading from our or any of our licensors' or suppliers' Websites ("Software") is also governed by and subject to the terms of the EULA which forms a part of this Terms of Use Agreement. We use the term "Marks" to refer to any trademarks, service marks, logos, brands and brand names, trade dress and trade names and all other distinctive corporate, product or service designations or identification. Marks that are not the property of MTVN are used with permission.
All Content is the property of MTVN, the MTVN Entities, its and/or their respective licensors, suppliers, operational service providers, Advertisers, business or promotional partners or sponsors and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and international treaties. You understand, acknowledge and agree that holders of rights to Content provided to MTVN are third-party beneficiaries under this Terms of Use Agreement and they have the right to enforce the provisions that concern the protection of their intellectual property rights and ownership interests directly against you. The use of Content by you and/or anyone else is subject to the Agreement and you may not yourself, nor shall you authorize, encourage or allow anyone else, directly or indirectly, to reproduce, modify, display, broadcast, transmit, perform, transfer, distribute or use Content in any manner inconsistent with or in violation of the Agreement or any laws or regulations that apply. You agree to record, play back and download only Content for which you have obtained and properly maintained the necessary authorization, permissions, licenses, and clearances.
You may also be able to use URGE to import certain files you have legally obtained independent of URGE and if those files are supported or compatible with URGE or Software capabilities, you may be able to use the features and functions of URGE or the Software or any other software, programs or applications installed on your personal computer or other devices to play them. Of course, we cannot and do not represent, warrant or guarantee URGE or the Software will successfully import, play or support any files or content within any files. Furthermore, it is your responsibility to ensure you have the right to use and play such files and that content, independent of MTVN, because we do not grant you any rights in them. If you violate any copyright, intellectual property rights or any other laws or regulations, there may be penalties, civil consequences or criminal charges brought against you. You understand, acknowledge and agree that you will indemnify and hold MTVN, the MTVN Entities, as well as its and/or their Content providers, distributors, licensors and our and their respective officers, directors, employees, agents, licensors, representatives and suppliers, harmless from and against any and all claims, investigations, actions, losses, damages, costs and expenses resulting from improper or unauthorized use of any Content or violations of this Terms of Use Agreement, including The Privacy Policy, The Copyright Compliance Policy , EULA and if applicable the Registered User Agreement and/or any Rules or other terms and conditions applicable to you in connection with your use of the Service, the Website and/or the Software.
URGE, the Website, the Software and all Content are provided and are to be used in accordance with all the terms and conditions of your Agreement with us, solely for your non-commercial, non-exclusive personal use and for no other purpose and your rights are non-assignable, non-transferable and limited to those specifically and expressly granted to you and any rights not so granted are hereby fully reserved by us.
You shall not alter, delete, obscure or conceal any copyright or other notices, including notices on Content, including, without limitation, Software. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site) or otherwise use, any Content without the express prior written consent of MTVN or the owner of such Content if MTVN is not the owner.
Any unauthorized or prohibited use of the Service or Website may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove Content on the Website or Service that infringes the copyright rights of others and we will disable access to URGE and portions of the Website that require User ID or other controlled log-in, by anyone who repeatedly infringe the intellectual property or other rights of anyone else.
We take protection of copyrights, both our own and others, very seriously. We therefore employ multiple measures to prevent copyright infringement over this Website and to promptly end any infringement that might occur. If you believe the Website, the Software or the Service contains elements that infringe your copyrights in your work or anyone else's copyright, please follow the procedures set forth in our Copyright Compliance Policy.
The Service, the Website and the Software may contain technology and data, among other things, that enables you to perform certain identifying functions and obtain music-related or Content-related information, including name, artist, track and title information from us or our licensors and suppliers, our or their respective routers, servers, databases or software using the Internet. You may only use these features through standard functions we provide on our Website or in our Software as part of URGE and you may not provide, grant access, assign, copy, transfer or transmit any of such identification or Content or music-related information, to any other party or use it for any purpose other than as permitted in conjunction with URGE. If you violate these terms and conditions, in addition to any and all other rights we may have under our Agreement with you, our licensors and suppliers may also terminate your license and rights to use such software, technology and data, and may enforce their respective rights and seek damages and any other remedies permitted by law, directly against you.
Content may sometimes contain inaccuracies or errors and we make no representations about the accuracy, reliability, completeness, or timeliness of any Content or the results to be obtained from using URGE, the Website or any Software. You expressly acknowledge and agree that your use of URGE, the Software and the Website is solely at your own risk. Nothing including, without limitation, allowing you to download and use the Software or other Content, shall or shall be construed as assigning, transferring, granting, conveying or conferring upon you, any right, license or interest in or to URGE, the Content, the Website or any Software, by implication, course of dealing or conduct, estoppel or otherwise, except for the specific, restricted and limited rights granted to you under this agreement. All rights not specifically granted to you are hereby expressly reserved by us.
ADVERTISING
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners as a result of your use of the Website ("Advertisers"). All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).
RULES OF CONDUCT
Your use of URGE, the Software and/or the Website, as well as your participation in all associated Promotions, services, activities, features and functions, is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your User ID or, if applicable, your registration, and if applicable, your Account and/or Payment Account. You shall not use, allow enable others to use URGE, the Software and/or the Website or knowingly condone the use thereof by others, in any manner that is, attempts to, or is likely to:
If you believe that any Content on the Website or URGE violates any of the terms of this Agreement, please to send a message to us at privacy@urge.com to tell us about it. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.
UNSOLICITED SUBMISSIONS
Although we welcome feedback, we will not review or consider any unsolicited creative submissions. We hope you understand this policy is intended to avoid the possibility of future misunderstandings as to the origins or attribution for creative work. Accordingly, we ask that you not send us any original creative ideas, suggestions, content or materials and we have no obligation or responsibility whatsoever for any unsolicited submissions. If, despite our request, you send us any creative, idea, suggestion, content or material, it will automatically become our property and you will have provided it to us without any obligation of confidence or restrictions on our use or disclosure, and may be treated by us in the same manner as a Posting and which is described in our Registered User Agreement , the applicable portions of which related to Postings are incorporated into this Terms of Use Agreement. We will exclusively own all known or later-existing rights in any unsolicited submission, including derivative works, adaptations, translations or copies, worldwide, and we shall be entitled to unrestricted use for any purpose, without attribution, compensation or otherwise to you or any other party.
CONTESTS, SWEEPSTAKES, AUCTIONS, AND PROMOTIONS
From time to time, MTVN, one or more MTVN Entities and/or our operational service providers, suppliers and Advertisers may conduct promotions on or through the Website, including, without limitation, auctions, contests and sweepstakes ("Promotions"). Each Promotion may have Rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Terms of Use Agreement and correspondingly part of the Agreement.
HYPERLINKS TO THIRD PARTY SITES
The appearance, availability, or your use of URLs or hyperlinks (often referred to as 'links') referenced or included anywhere on URGE or the Website or any other form of link or re-direction of your connection to, with or through the Website, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of the Website, URGE, MTVN or any of the MTVN Entities, their respective successors and assigns, and/or their respective officers, directors, employees, agents, representatives, licensors, suppliers, and operational service providers. We do not verify, endorse, or have any responsibility for, any such third parties or third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with such third party or parties, whether or not any URGE, MTVN or any of the MTVN Entities' Marks or any evidence of sponsorship is on the third party web site or web page as part of a co-branding or promotional arrangement. If any third party obtains or collects Personal Information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes the Personal Information we collect and how we use such Personal Information.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE WEBSITE, SERVICE AND ALL CONTENT, SOFTWARE, PROMOTIONS, GIFT CERTIFICATES AND/OR PRODUCTS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICE, THE WEBSITE, OR ANY CONTENT, SOFTWARE, PROMOTIONS, GIFT CERTIFICATES OR ANY OR ALL PRODUCTS, ACTIVITIES, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE FOR USE OR PERFORM AS DESCRIBED. EXCEPT AS SPECIFICALLY MADE IN WRITING BY US, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS AND IMPLIED, WITH RESPECT TO ANY AND ALL OF THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS OR TANGIBLE GOODS, AS WELL AS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY OR ANY THIRD PARTY RIGHTS.
Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Website, URGE and/or any Content. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of URGE, the Website and/or Content.
YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MTVN, NOR THE MTVN ENTITIES, ITS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, SPONSORS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS AND CONTRACTORS, SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CLAIMS, LOSSES OR DAMAGE TO OR THE NEED FOR SERVICING OR REPLACING EQUIPMENT, DATA, CONTENT, SOFTWARE, SYSTEMS, PORTABLE OR OTHER DEVICES OR RESULTING FROM OR TO THIRD PARTIES IN CONNECTION WITH THE SERVICE, WEBSITE, CONTENT, SOFTWARE, PROMOTIONS, GIFT CERTIFICATES AND/OR PRODUCTS) AND IF APPLICABLE, YOUR REGISTRATION, STATUS AS A REGISTERED USER OR BASIC REGISTERED USER, YOUR ACCOUNT OR ANY PAYMENT ACCOUNT YOU SET UP, OR ANY OTHER SERVICES, FEATURES, FUNCTIONS, TRANSACTIONS OR ACTIVITIES ASSOCIATED WITH OR ARISING AS A RESULT OF ANY OF THE FOREGOING AND INCLUDING, WITHOUT LIMITATION, LOSSES OR DAMAGES THAT MAY BE SUSTAINED OR INCURRED IN ANY MANNER ARISING OR RESULTING FROM OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF WHETHER ARISING FROM OR BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE BASIS OF THE CLAIM OR FORM OF ACTION AND IRRESPECTIVE OF WHETHER ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You understand, acknowledge and agree that if, at any time, you have a dispute with us or you are dissatisfied with the Service, Website, Content, Software, Promotions, Gift Certificate, Products, any services, activities, features, functions or operations thereof, or with your registration, status as a Registered User, Basic Registered User, any Trial Subscription, Paid Subscription Plan, your Account, Payment Account or any of the terms and conditions of the Agreement, then termination of your User ID, Account, Payment Account and registration and termination, cessation and discontinuance of your use of and registration in the Service is your sole right and exclusive remedy, even if you believe that such a right or remedy fails of its essential purpose and you further acknowledge and agree that we have no other obligation, liability or responsibility to you or any other party.
IN THE EVENT THAT IN ANY PARTICULAR SITUATION OR SITUATIONS ARISING OR COVERED UNDER THE AGREEMENT AND/OR ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY SET FORTH IN THE AGREEMENT IS PROHIBITED OR RESTRICTED BY LAW, THEN, AND ONLY THEN, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND EQUITY IN SUCH SITUATION, BUT IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED ONE HUNDRED DOLLARS (US$100), NOTWITHSTANDING ANY CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
With respect to any loss or damage you suffer caused by any Content, Products or other goods or services, that have not been altered and that have been and are being used in accordance with the Agreement and any instructions we or the supplier, distributor, manufacturer or any other party provides to you, and for which payment has been made by you to us for the purchase or use thereof, then your sole right and exclusive remedy, even if you believe that such a right or remedy fails of its essential purpose, shall be to have us, upon our receipt of written notice from you, attempt to repair, correct or replace any deficient Content or Product within 30 days of your payment to us for such Content or Product and, if repair, correction or replacement is not reasonably commercially practicable for MTVN, to refund any monies actually paid by you for the Products involved and to terminate and discontinue your use of the Website, URGE and the Software.
You further understand and acknowledge the capacity of the Website, in the aggregate and for each user, is limited. Consequently some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that MTVN assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions, messages, transmissions, postings or any of your information or communications or for any failure or delay and you are hereby expressly advised not to rely upon the timeliness or performance of the Website for any transactions, transmissions, messages, information or other communications.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.
INDEMNIFICATION
You agree to defend MTVN and each of the MTVN Entities, its and/or their respective successors and assigns, as well as their respective officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers and suppliers against any and all demands, claims and actions (including, without limitation, any claim you have improperly downloaded, used, encoded, decoded, compressed, copied, displayed, broadcast, adapted, accessed, exported or transmitted any Content) ("Claims") and indemnify MTVN and each of the MTVN Entities, their respective successors and assigns, as well as their respective officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers and suppliers harmless from and against all losses, damages, costs and expenses (including reasonable attorneys' fees) ("Losses"), resulting from your breach or violation of this Terms of Use Agreement, any term or condition of your Agreement with us, your or our public posting or display or your alteration, unauthorized use or export of Content, information, messages or communication, any violation of any law or regulation or any infringement, misappropriation or any violation of the rights of any other party. If you are exporting or importing Content (including, without limitation, Software) from the United States, the foregoing defense and indemnification obligation also applies to any import and/or export duties or other Claims or Losses arising from such exportation or importation.
We reserve the right to assume, at our expense, the exclusive defense and control of any such Claims and all negotiations for its settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations.
PRIVACY
We respect your privacy and the use and protection of your Personal Information. Please see our Privacy Policy for important information and disclosures relating to the collection, maintenance and use of your Personal Information in connection with URGE, the Website and Content, including, without limitation, Software.
U.S. GOVERNMENT RESTRICTED RIGHTS; EXPORT RESTRICTIONS
U.S. Government Restricted Rights: Certain Content and Contents, including, without limitation, Software, is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Viacom International Inc., 1515 Broadway, New York, NY 10036.
Export Restrictions: You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Content or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject to a U.S. embargo or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using URGE you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list and (iii) you will not export or re-export Content to any prohibited county or to any prohibited person, entity, or end-user as specified by U.S. export controls. For more information on the U.S. Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, and the Bureau of Export Administration, please see their web site homepage at http://www.bxa.doc.gov.
MISCELLANEOUS TERMS
The Agreement which you are legally bound by, comprised of this Terms of Use Agreement, The Privacy Policy, The Copyright Compliance Policy , EULA, Registered User Agreement , any applicable Rules, terms and conditions applicable to the purchase of Products or Gift Certificates or other goods and services and any other terms and conditions that we notify you apply to your use of any other products, services, features, functions and/or activities available to you in connection with URGE or the Website cannot be changed or terminated orally, by course of dealing or conduct or otherwise, and can only be changed as specifically set forth in this Terms of Use Agreement. If any term or condition of our Agreement with you is held illegal, invalid or unenforceable, this will not affect any other provisions and if possible, that term or condition shall be deemed amended or construed in such a manner to the extent necessary to render it legal, valid and enforceable. Any provision of the Agreement which must survive in order to allow us to enforce its meaning and intent shall survive; provided that no action arising out of the Agreement or your use of URGE, the Software, the Website, any Content, your participation in any Promotion or other activity or your use of any service, feature or function, regardless of the form of action or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have. This Agreement is personal to you and you may not transfer, assign, convey or delegate it to anyone else and any attempt by you to do so shall be null and void ab initio.
The Privacy Policy, The Copyright Compliance Policy , EULA and if applicable, the Registered User Agreement and any applicable Rules, terms and conditions applicable to the purchase of Products or Gift Certificates any and all other terms and conditions that we indicate shall apply to your use of other activities, services, features, functions and activities available to you in connection with URGE, the Software or the Website are hereby incorporated into this Terms of Use Agreement and form a part of this Terms of Use Agreement as if fully set forth here (all of which we have periodically referred to as the "Agreement" or "your Agreement with us" or "our Agreement with you" or similar phrases) is the complete, exclusive and entire statement of the terms and conditions, rights and obligations, agreements, understandings and undertakings between you and MTVN regarding the subject matter and supersedes any and all prior or inconsistent understandings, discussions, communications, written, oral or otherwise, relating thereto.
If you breach (or we reasonably believe you have breached or attempting to breach) the Agreement or if we are notified or otherwise determine (or have reason to believe) you have or are engaging in conduct or activity that infringes upon our rights or the rights of any other person or in any way violates any of the terms and conditions of the Agreement, we may deactivate, cancel, suspend or terminate your use, registration, Account, Payment Account, User ID, password, status as a Registered User, Basic Registered User, any Trial Period, Paid Subscription Plan, use and redemption of Gift Certificates, and, if applicable, other registrations or participation in Promotions, any other services or transactions you may have selected or in which you are enrolled, without notice to you. We may then declare all monies then due, owing and outstanding immediately due and payable and such deactivation, cancellation, suspension or termination shall be without any liability or further obligation of ours of any kind whatsoever to you or any other person and you will not be entitled to a refund of any amounts you have previously paid.
YOU FURTHER CERTIFY AND CONFIRM THAT YOU ARE AT LEAST 13 YEARS OF AGE AND IF YOU ARE A MINOR, YOU HAVE THE APPROVAL AND CONSENT OF YOUR PARENT OR LEGAL GUARDIAN WHO ALSO AGREES WITH ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT AND SHALL ALSO BE RESPONSIBLE UNDER THE AGREEMENT, AS DESCRIBED HEREIN.
LAW THAT APPLIES
The Agreement, your use of URGE, the Website, Software, Content, Promotions and Rules, your purchase of Gift Certificates, Products and any other terms and conditions in or referred to in the Agreement as well as all transactions and exchanges of information, whether or not completed, shall be governed by and shall construed and enforced in accordance with, the substantive laws of the State of New York (notwithstanding any conflicts of law provisions) applicable to contracts made, executed and wholly performed in New York. For the purposes of any and all legal, equitable or regulatory actions and proceedings, you specifically, unconditionally and irrevocably agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York. You agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. You understand, acknowledge and agree that the Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded and you further agree to expressly exclude any applicability of the Agreement to the Uniform Computer Information Transactions Act. A printed version of the Agreement and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF URGE, THE WEBSITE, SOFTWARE OR ANY ASPECT OF THE SUBJECT MATTER OF THE AGREEMENT, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT (WHICH CONSISTS OF THIS TERMS OF USE AGREEMENT, THE PRIVACY POLICY, THE COPYRIGHT COMPLIANCE POLICY, THE EULA AND, IF APPLICABLE TO YOU, THE REGISTERED USER AGREEMENT FOR URGE), UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL OF ITS TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS, MATERIALS AND INFORMATION CONTAINED OR REFERRED TO THEREIN.
For ease of reference our
End User License Agreement can be reached at any time at http://www.urge.com/EULA.jhtml; our
Privacy Policy can be reached at any time at http://www.urge.com/privacypolicy.jhtml; our
Copyright Compliance Policy can be reached at any time at http://www.urge.com/copyrightcompliancepolicy.jhtml; and our
Registered User Agreement can be reached at any time at http://www.urge.com/termsofuse.jhtml#registeredUser.
This Terms of Use Agreement was last modified on May 14, 2007 and is effective immediately.
© Copyright 2007 MTV Networks, a division of Viacom International Inc. All Rights Reserved.
REGISTERED USER & SUBSCRIPTION AGREEMENT
REGISTERED USER AND SUBSCRIPTION AGREEMENT
CAREFULLY BECAUSE IT DESCRIBES THE TERMS AND CONDITIONS
THAT APPLY TO YOUR USE OF URGE
This is the Registered User and Subscription Agreement ("Registered User Agreement") for URGETM, the proprietary branded digital online music service provided by MTVN DMS Inc., a subsidiary of Viacom International Inc. ("MTVN", "we", "our" or "us"). When you register and become a Registered User (see the Registering to Use URGE section below), set up an Account or Payment Account, sign up for a Trial Period, enroll in any Paid Subscription Plan, download music on an a la carte basis, purchase Gift Certificates or Products, participate in Promotions available to Registered Users, Post or take advantage of any activity, service, feature or function available only to Registered Users, or attempt to do any of these things, you are agreeing to this Registered User Agreement and to be bound by and comply with all the terms and conditions of this Registered User Agreement.
Although you do not have to register to be a user, to visit or take advantage of some features and functions of the Service or Website or download, install or use certain Software we make available pursuant to an End User License Agreement ("EULA") which you can read any time at http://www.urge.com/EULA.jhtml, in order to set up an Account or Payment Account, sign up for a Trial Period, enroll in a Paid Subscription Plan, download music on an a la carte basis, purchase Gift Certificates and Products, participate in certain Promotions, Post or use many certain services, features and functions available from or through URGE, you must become a Registered User as described in this Registered User Agreement.
This Registered User Agreement contains the terms, conditions, rights and obligations that apply to you, your registration and status as a Registered User and your use of the Service, the Website and the Content in connection with your registration and all of the activities, features and functions we make available to you as a Registered User. This Registered User Agreement is incorporated into and forms a part of the Terms of Use Agreement, which you can read anytime at http://www.urge.com/termsofuse.jhtml and which includes a Privacy Policy (go to http://www.urge.com/privacypolicy.jhtml), and a Copyright Compliance Policy (go to http://www.urge.com/copyrightcompliancepolicy.jhtml ) and the EULA that relates to the Software we make available for use in connection with URGE, whether or not you are a Registered User. For ease of reference, we may refer to this Registered User Agreement, Terms of Use Agreement, Privacy Policy, Copyright Compliance Policy and EULA , collectively as the "Agreement". Review the Agreement regularly so you are up to date on all of the terms, conditions, rights and obligations that apply to you.
Any terms that are not defined in this Registered User Agreement have the meaning set forth in the Terms of Use Agreement and in addition, the terms "use" and "using" in this Registered User Agreement shall also mean and refer to your registration in and use of URGE as a Registered User. When we use the term "Registered User" we mean anyone who has registered with the Service and has obtained a User ID to log into the Service as described below. You do not have to set up either any Account or any Payment Account to obtain a User ID and be a valued Registered User.
A Registered User is given the opportunity, at registration and any time thereafter, to set up a profile by giving us certain additional information which we will refer to as your "Account," even if no purchases have been made and no Paid Subscription Plan has been selected. You will also be given the opportunity to set up a Payment Account by providing us with certain payment related information, as more specifically describe below in the Section of this Registered User Agreement entitled Registering to Use URGE. Even if you do not set up a Payment Account, you must have an Account in order to redeem Gift Cards and in some cases to engage in certain transactions or use certain features and functions of the Service, the Website and the Software.
Once you set up either an Account or a Payment Account, you will be referred to as a "Basic Registered User". When we refer to Registered Users, unless we differentiate amongst them, we mean and include all Registered Users, whether a Basic Registered User and/or a Registered User that has enrolled in a Paid Subscription Plan. In order to remain a Registered User, you must be in good standing, current with all payment and other obligations, not in breach or violation of the Agreement and not have had all or any portion of your Registered User rights or privileges or any Account or Payment Account associated with URGE or the Website terminated, suspended, deactivated or cancelled for any reason.
URGE is offered and made available only to users 13 years of age or older who are residents of the Territory. If you are not at least 13 years old (see the section of the Terms of Use Agreement entitled Age Eligibility Requirements) or do not live in the Territory or if, for any reason or at any time, you do not accept and agree to all the terms and conditions of this Registered User Agreement or any aspect of your Agreement with us please do not register, discontinue the registration process immediately, do not select or click "I Accept" or any similar terms, do not become a Registered User or if you are already a Registered User terminate your registration and status as a Registered User immediately by contacting privacy@urge.com and do not Post or participate in any Promotions, purchase any Gift Certificates, Products, engage in any activities or use any of the features or functions of URGE or the Website that are only available to Registered Users and do not otherwise signify, demonstrate or do anything that could be construed as your intention to be or become a Registered User, because by doing or attempting to do any of these things, you are certifying you are at least 13 years of age, that you meet all other eligibility and residency requirements and that you are agreeing to comply with and be bound by all of the terms and conditions of this Registered User Agreement.
If you are over the age of 13 years old and under the age of 18 years (or whatever the age of adulthood is in the place of your residence within the Territory) you are deemed to be a Minor and, in addition to the requirements set forth in the Age Eligibility Requirements section of the Terms of Use Agreement, your registration as a Registered User is also subject to the conditions and requirements described in the section of this Registered User Agreement entitled Parent/Legal Guardian Consent For Minors.
To become a "Registered User" you must complete the URGE registration process. To begin, you should go to the section of the Service which enables you to register. We require each Registered User to have a unique User ID, as defined below, to access and use the features and functions of the Service and the Website and we may, from time to time, provide Registered Users with additional codes or passwords necessary to access and use certain features or functions of the Service and/or the Website. As part of the registration process, you will be asked to enter your email address and to select and provide a confidential password (or we may assign an initial password which we will give you the option to change). Your unique email address and password combination will be referred to in this Terms of Use Agreement as your "User ID" and is personal to you. During the registration process you will also be required to submit your first and last name, date of birth (we use a 'double-entry' system to help minimize the chances of your making a mistake) and your zip code. We may also require you to provide us with additional information (for example, a secret question and answer) for security or identity verification purposes. Your User ID is personal to you and you may not allow any others to use your User ID under any circumstances. We may ask you to provide us with some additional information about yourself (for example, gender) which is optional, but which enables us to customize the URGE experience for you. We will indicate what information is required and what information is optional. You can change your User ID, update your Registered User Information and any Personal Information you have given us, but certain Personal Information, such as date of birth, cannot be changed unless you contact us at privacy@urge.com and provide sufficient verification that your date of birth entry was mistakenly entered.
You are solely responsible for maintaining the confidentiality of your User ID and we are not liable for any harm caused or related to the theft or misappropriation of your User ID, disclosure of all or any portion of your User ID, or your authorization of anyone else to use your User ID. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your User ID or any other need to deactivate your User ID due to security concerns. You shall be solely responsible for any and all financial obligations that arise and all charges, costs, expenses, damages, liabilities and losses we incur or may suffer as a result of your failure to do these things. You, and not us, are solely responsible and liable for all activity, behavior, use and conduct associated with the use of URGE by you and any and all others who use your User ID, unless and until you notify us that your User ID may have been compromised, misappropriated or improperly taken or used by another party. We have the right to disclose your Registered User Information and any Personal Information to pertinent third parties, such as investigators, law enforcement personnel or credit reporting agencies for the purpose of administering, operating and maintaining the Website and URGE and following up on any claim of fraud, identity theft or any other security concerns or activity which may be illegal or unauthorized. Please see our Privacy Policy for additional information regarding the use of Personal Information.
Although you can have an Account at URGE once you become a Registered User, in order to enroll in any Paid Subscription Plans, make a la carte purchases of Content, purchase or redeem Gift Certificates, purchase Products or take advantage of certain other offers available to Registered Users, you will be required to set up a Payment Account. During registration you will be asked if you would like to set up a Payment Account and you can choose to set up a Payment Account during the registration process or any time thereafter, so long as you are a Registered User.
To set up a Payment Account, you must designate an authorized credit, charge or debit card that we accept for payment in order to provide for billing and payment for charges and fees you incur or wish to incur as you use URGE and provide us with additional billing and payment information (for example, your name as it appears on the card, your billing address including city, state and zip code, telephone number, card account number). We currently accept VISA®, MasterCard®, American Express® and Discover® as authorized cards for purposes of your Payment Account with us. Once established, you will have a "Payment Account" with us. Please note that if you provide us with Payment Account information or billing address that is not located within the Territory, it will be rejected. Only eligible residents of the Territory are permitted to be Registered Users or otherwise use the Service and we may require you to provide us with additional information to verify your eligibility to be or become a Registered User. You may deactivate your Payment Account and remain a Basic Registered User, enroll in or choose a different Paid Subscription Plan and make any other permitted changes by going to the "Account Summary" section within the Service and following the instructions that are provided to edit your current selections or make new ones, subject, of course, to any requirements or terms and conditions you previously selected and that apply to you.
At the time of registration you will also be asked if you wish to enroll in one of our Paid Subscription Plans. If you are able to take advantage of a free Trial Period, once you set up a Payment Account (either at registration or any time before your Trial Period ends) and let us know which Paid Subscription Plan you prefer, we will be able to enroll you right away and start your chosen Paid Subscription Plan as soon as your Trial Period ends. With a Payment Account set up, you will also be able to make a la carte purchases of Content, purchase and redeem Gift Cards, purchase Products and take advantage of other offers we may make available to you. You will generally not be able to do any of these things without a Payment Account. Of course, you can set up a Payment Account at any time and your Payment Account will not be billed unless you actually make a purchase, engage in a transaction for which there is a separate charge or tell us you want to enroll in one of our Paid Subscription Plans, in which case you will be billed for the purchase, the transaction or, if applicable, the Paid Subscription Plan you select, in accordance with the terms and conditions of this Registered User Agreement.
We will refer to all the information you provide us in the registration process, as well as any information you provide to use during the course of using URGE as a Registered User (including any updates to your registration information, information concerning your Account and/or Payment Account) as "Registered User Information." Registered User Information may include information which is considered Personal Information under the Agreement and you should refer to the Privacy Policy which describes how we collect and use Personal Information.
PARENT/LEGAL GUARDIAN CONSENT FOR MINORS
If you are a Minor please refer directly to the Age Eligibility Requirements section in the Terms of Use Agreement. We remind you that by clicking "I ACCEPT" with respect to this Registered User Agreement, you are certifying to us that you have obtained your parent's (or legal guardian's) approval to use the Service, the Software and the Website and you represent to us that you and your parent (or legal guardian) has read, understood and agrees to be bound by and comply with all of the terms and conditions of this Registered User Agreement, including, among other things, that you are authorized to submit Payment Account and billing information and use any Payment Account you set up to pay for purchases and Paid Subscription Plans as a Registered User. Your parent (or legal guardian) must agree to be fully responsible for you, a Minor, and agree to be bound by, comply with and enforce compliance with all the terms and conditions of the Agreement. If your parent (or legal guardian) does not, shall not or cannot agree to or comply with all of the terms and conditions of the Agreement or if he or she does not wish you, his or her Minor child, to use the Website, the Software or use, register, join, enroll, subscribe to or become a Registered User of the Service, then neither you, nor your parent or legal guardian should register, complete the registration process, become a Registered User, enroll in any Paid Subscription Plan, Trial Period, download music on an a la carte basis, purchase Gift Certificates or Products, participate in certain Promotions or take advantage of any of the activities, services, features and functions available only to Registered Users, nor should a parent allow, enable or condone any Minor's doing or attempting to do any of these things for any reason or for any purpose.
YOUR REGISTERED USER CHOICES – PICK THE PLAN BEST FOR YOU
URGE provides you with different options to sample, stream, use and download Content. Although some services, features and functions of the Service may be available to visitors and users without registering, if you do not register as a Registered User you will not be able to enroll in a Trial Period, set up an Account or Payment Account or take advantage of the many valued services, features and functions that are available to Registered Users. Again, as a reminder, even if you become a Registered User, unless and until you set up a Payment Account with us you will not be able to purchase Content on an a la carte basis, enroll in any Paid Subscription Plan, purchase Gift Certificates or Products or use any services, features or functions which require a Payment Account.
A "stream" refers to Content you can play while you are connected to URGE (meaning you are accessing our Service on the Internet). A "sample" stream generally refers to less than the entire Content available, usually provided on a promotional basis, without charge. A "full" stream generally refers to full or continuous Content and usually requires you to be a Registered User and to have a Paid Subscription Plan in effect or pay a separate fee. Although we may make streams available to users who are not Registered Users, if you are a Registered User with a Paid Subscription Plan in effect, you will generally be permitted to play as many full streams as you like. You may not, under any circumstances, record, copy, rebroadcast, transmit or download any sample or full streamed Content, nor attempt to do so or solicit someone else to do or attempt to do so.
A "download" refers to Content you may save to fixed storage media in your computer and play back. You can play back Paid Subscription Plan or Trial Period downloads only if you are a Registered User and only for a limited period of time. Any Registered User that has set up a Payment Account with us may also purchase a copy of certain Content we make available for a "permanent" download on an a la carte basis. Although permanent downloads are subject to certain licensing and use rights restrictions, in general you may continue to play and enjoy the permitted use of permanent downloads that you lawfully downloaded as a Registered User, even if and when you are no longer a Registered User.
It is your responsibility to obtain and maintain all equipment, devices, communication capabilities and software necessary to connect to the Internet and be able to download and listen to music and view the Content we make available through URGE and/or the Website. When you register and obtain a User ID that enables you to log onto the Service, you are a Registered User.
Basic Registered User: During the process of registering as a Registered User (and also at any time thereafter), you will be given the opportunity to become a Basic Registered User. As a Basic Registered User, you will be asked some additional information that will allow us to set up a profile in URGE containing your preferences and selections that are available and which enable you to use certain features and functions of our Service (your "Account"). For example, you must become a Basic Registered User to sign up for a free trial which, for a limited period of time that we will specify when you sign up, allows you to try out all of the 'URGE All Access To Go' subscription features and functions of URGE with no subscription charge ("Trial Period"). In addition to a time limit, we may place other restrictions on Trial Periods and you will be advised of these when you sign up. Basic Registered Users may also be offered Promotions and Products and other features and functions of URGE that are not generally available to visitors or Registered Users that have not set up an Account. Unless we advise you otherwise when you register, your Trial Period will expire fourteen (14) days following the date you initially become a Basic Registered User or on which your Trial Period has commenced (i.e., the date you become a Registered User or your Trial Period began, as shown on our records).
Basic Registered Users, at the time of registration, during a Trial Period or any time thereafter, may also set up a Payment Account. In order to use or purchase a la carte downloads of Content, Products, Gift Certificates, subscribe to any Paid Subscription Plan or take advantage of any offers, Promotions or other services, features or functions that require payment of a fee or have a charge, Registered Users must have a Payment Account set up or not be able to do any of these things.
While you are a Basic Registered User and if you have set up a Payment Account, you can pick and choose the music you want, when you want it and pay for it purely on an a la carte basis. As a reminder, during a Trial Period, Registered Users have all the benefits of the URGE All Access To Go Paid Subscription Plan described below, but if, during a Trial Period, you wish to make any other purchases or use features or services for which there is a separate additional charge (for example, Gift Certificates, a la carte downloads of Content or Products) you must have a Payment Account set up and pay for these.
If you selected and enrolled in a Paid Subscription Plan when you registered or during your Trial Period and you set up a Payment Account, once the Trial Period ends the Paid Subscription Plan you selected will start automatically. That way, as a Registered User, you can continue to enjoy all the services, features and functions that apply to your Paid Subscription Plan without interruption. Registered Users who have not set up a Payment Account will continue to be valued Basic Registered Users, but will not be able to enroll or subscribe to any Paid Subscription Plan, purchase Products or Gift Certificates or use any of the services, features or functions that require a Payment Account.
Even if you set up a Payment Account and have selected a Paid Subscription Plan during registration or any time prior to the expiration of any Trial Period, you can still change your mind and cancel or make a different selection by going to the "Account Summary" section within the Service and following the instructions that are provided to edit your current selections or make new ones. As long as you cancel at least one (1) day prior to the date your Paid Subscription Plan is scheduled to start (e.g., 1 day before your Trial Period ends), you will not have to pay any fees and we will not start any Paid Subscription Plan you cancel, even if you previously requested a Paid Subscription Plan to start after your Trial Period ends.
Paid Subscription Plans: Basic Registered Users who have set up a Payment Account are able to subscribe, sign up and enroll in our "URGE All Access" Paid Subscription Plan or our "URGE All Access To Go" Paid Subscription Plan which we will describe in more detail below and will refer to individually and/or collectively as a "Paid Subscription Plan." Basic Registered Users that have not previously set up a Payment Account, will need to do so in order to subscribe to a Paid Subscription Plan. As a Basic Registered User, if you have set up a Payment Account, are eligible and elect to try URGE for a Trial Period, when you sign up for the Trial Period we will give you the option of telling us that you would like to subscribe to one of these plans. That way your chosen Paid Subscription Plan may start immediately after the Trial Period ends. Of course, even if you make a selection during your Trial Period, you have the opportunity to change your mind or cancel your selection by going to the "Account Summary" section within the Service and editing your selections or making new ones. When changing or canceling Paid Subscription Plans, it will generally take us at least one (1) day to put your changes or cancellation into effect and it is your responsibility to make the necessary changes you desire in a timely fashion.
Registered Users who have a Payment Account may only be enrolled in one Paid Subscription Plan at any time. Our Paid Subscription Plans currently are the:
URGE All Access: The 'All Access' plan is our Paid Subscription Plan that allows Registered Users unlimited downloads of any and all Content we make available for download from URGE to the Registered User's personal computer; and
URGE All Access To Go: The 'All Access To Go' plan is our Paid Subscription Plan that includes all the features and functions of our URGE All Access Paid Subscription Plan noted above and also allows Registered Users to transfer Content to one or more portable devices we designate as enabled and compatible with the Service (a "Supported Device"). To see if your portable device qualifies, you may view a list of Supported Devices at any time by going to: http://www.urge.com/switch/index.jhtml?section=gear. We will renew your rights monthly for Supported Device downloads so long as you are a Registered User and your URGE All Access To Go Paid Subscription Plan is in effect. You will need to connect your Supported Device to your personal computer, connect and log on to URGE each month to continue using such subscription downloaded Content on any such Supported Device or otherwise. However, if you wish to burn downloads to CDs or otherwise transfer Content, you must be a Registered User and purchase and pay for a permanent download of that Content separately on an a la carte basis.
Each Paid Subscription Plan requires you to pay the fee applicable to the Paid Subscription Plan you select, as shown on the subscription page when you sign-up and continuing thereafter, subject to the provisions of the Fees and Payment section, including the terms and conditions governing our right to change the fees and charges, as well as all the other terms and conditions of this Registered User Agreement.
Regardless of whether you have a Paid Subscription Plan or have purchased any Content on an a la carte basis, you are prohibited from sharing downloads with or enabling or allowing sharing of downloads, with any other person.
USING URGE CONTENT
Your use of Content shall be limited by the rules we assign to that particular Content, as described below and we reserve the right to modify such rules at any time and from time to time. Any digital rights management, intellectual property and/or security technology protections provided with or in Content is an integral part of the Content and you may not directly or indirectly circumvent, reverse engineer, decrypt, or otherwise alter, modify, restrict or interfere with our rules or any digital rights management capabilities we use to monitor and administer these rules, nor solicit or assist others to do so or attempt to do so.
Portions of URGE which manage digital rights in Content and which are installed on one or more of your computers will count the number of times you play downloaded Content or transfer downloaded Content to portable devices and will report that information to us. If you have downloaded Content, it is your responsibility not to destroy or damage such Content. We are not and shall not be responsible if any Content you download is lost, destroyed or damaged. If you have an URGE All Access To Go Paid Subscription Plan, you may transfer downloaded Content to any Supported Devices, subject to the rules applicable to that Content and the terms of this Agreement, including, without limitation, our digital rights management and security requirements. Once Content is transferred to a Supported Device, you may not copy, distribute, transmit or transfer it from that Supported Device to any other device or portable media.
We will use reasonable efforts to maintain a record of Content you download for a reasonable period of time, however, you understand and agree we are not obligated to do so, nor shall we be liable or responsible for failing to do so. URGE has a "Restore Library" feature available to Registered Users which, if we have a record of purchase, the Registered User may use to restore downloaded Content, which will remain subject to the same restrictions, limitations, terms and conditions as the original Content purchased. Although the "Restore Library" feature may be available for Registered User's use to restore Content, this does not change the fact that we are not liable for any lost, destroyed or damaged Content. You are solely responsible for all Content that you download from the Service.
You acknowledge, understand and agree that if we no longer have the right to make certain Content available, for any reason and at any time, you will no longer be able to obtain or use that Content from URGE, renew your rights or restore it through URGE, even if you originally obtained it from URGE.
The fees and charges applicable to the Paid Subscription Plan you subscribe to as a Registered User will be automatically billed to your Payment Account on a monthly basis (unless you are currently enrolled in a Paid Subscription Plan which allows you to pay such fees on an annual basis, in which case your Payment Account has been billed as of the date of your enrollment; provided, however, that your annual Paid Subscription Plan will be converted to a monthly Paid Subscription Plan beginning on the next anniversary of your enrollment in such Paid Subscription Plan) and we will use your Payment Account and you hereby authorize us to bill your Payment Account for all purchases you make, whether Content on an a la carte basis, Gift Certificates, Products or for any other fees and charges you incur in connection with the Service. You agree to and shall pay all fees and charges incurred in connection with your User ID (including any applicable taxes) at the rates and charges in effect and applicable when the fees and charges were incurred. All fees and charges are nonrefundable. If you want to update or change your Payment Account or if there is a change in validity or expiration date of the card or payment instrument you designated for your Payment Account, or if you believe someone has accessed URGE, the Website or your Payment Account using your User ID without your authorization, you must contact MTVN immediately at orders@urge.com. Until you notify us that your User ID or Payment Account has or may have been used without your authorization, you will continue to be responsible and liable for any activity, purchases and transactions associated with your User ID and your Payment Account. If there has been or you suspect unauthorized use of your credit, charge or debit card or other payment mechanism, you must contact your issuing company or account holding financial institution directly.
Subject to any initial or minimum subscription periods applicable at the time you enrolled, the Paid Subscription Plan you select will continue automatically at the applicable rates and charges until you notify us of your selection of a different Paid Subscription Plan, or you notify us that you wish to cancel your Paid Subscription Plan (as permitted in this Registered User Agreement), or we notify you that your Paid Subscription Plan is no longer offered by us. Any Paid Subscription Plan that is currently billed on an annual basis shall be automatically converted to a monthly Paid Subscription Plan upon the next anniversary of your enrollment in such Paid Subscription Plan and shall be billed at the applicable rates and charges on a monthly basis until you notify us of your selection of a different Paid Subscription Plan, or that you wish to cancel your Paid Subscription Plan (as permitted in this Registered User Agreement), or we notify you that your Paid Subscription Plan is no longer offered by us. If there is an initial or minimum subscription period for any Paid Subscription Plan, unless you notify our Customer Support group at least 15 days in advance of the expiration date at orders@urge.com that you wish to terminate your Paid Subscription Plan or change your subscription to another available Paid Subscription Plan when that period expires, your Paid Subscription Plan will automatically renew and continue to renew for the same subscription period as the initial or minimum period, at the rates and charges that are then in effect for the Paid Subscription Plan involved.
To give us effective notice that you wish to terminate a Paid Subscription Plan or change your subscription to another available Paid Subscription Plan when an initial, minimum or renewal period expires, you must notify us by going to your Account Summary and following the instructions we provide. You can also terminate your Paid Subscription Plan by sending us an email at least 15 days in advance to orders@urge.com, with your User ID information. We may ask you to provide us with certain other Registered User Information for security and verification purposes.
In addition to your agreement to pay for any and all purchases you make individually or separately as a Registered User, you agree to pay the fees and charges for the Paid Subscription Plan you select, as shown in your Account Summary in the Service. If you have selected a Paid Subscription Plan (including any selection you may have made during registration or prior to the expiration of any Trial Period) unless you cancel your selection at least one (1) day in advance by making the necessary changes in your Account Summary, you shall and you agree to pay the applicable fees and charges required for the minimum period or amount of Content specified as part of the Paid Subscription Plan you have selected.
Once any applicable Trial Period ends, your Payment Account will be billed in advance for the Paid Subscription Plan you select (on a monthly basis, unless you have previously elected and have been billed for a Paid Subscription Plan which allows you to pay on an annual basis, in which case you will not be billed on a monthly basis until the next anniversary of your enrollment in such Paid Subscription Plan) or when you purchase Content, Products, Gift Certificates or other goods and services. If MTVN does not receive full payment from your Payment Account, you agree to pay all amounts due upon demand by MTVN. Your contract with the issuer of your card or payment instrument or the financial institution applicable to your account, not us or this Registered User Agreement, solely governs your use of the card, instrument, payment mechanism or account you provided to us in connection with your Payment Account and you must refer to your contract with them and contact them, not us, directly, to determine your rights and liabilities with respect to them.
Unless you notify MTVN of any discrepancies within 60 days after they first appear on your Payment Account statement, billed amounts will be deemed accepted by you for all purposes, including resolution of inquiries made by the card or payment instrument issuer or financial institution applicable to your Payment Account. You hereby release MTVN from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to MTVN within 60 days of its first appearance on an invoice, billing or Payment Account statement.
You agree to pay MTVN all reasonable attorneys' fees and costs MTVN or any of the MTVN Entities incur to collect any past due amounts from you. Your Paid Subscription Plan may be suspended or terminated, your registration and Registered User status cancelled and/or your Payment Account deactivated without notice if any payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 10 days of any such suspension, cancellation, deactivation or termination.
The fees, charges and payments described in this Registered User Agreement, do not include taxes, duties, government levies and other charges imposed by a taxing or other regulatory authority relating to your use of URGE. You are solely responsible for paying all such charges. You are solely responsible for arranging payment for any and all charges for your use of any third party services via URGE.
MTVN RESERVES THE RIGHT, AT ANY TIME, TO CHANGE THE PRICES, RATES, CHARGES, FEES AND BILLING METHODS APPLICABLE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, PRODUCTS, GOODS OR SERVICES, EFFECTIVE 10 DAYS AFTER WE POST THEM AT ON THE SERVICE.
SHOPPING
You must be a Registered User with a Payment Account set up in order to purchase goods offered for sale on the Website or the Service ("Products") and when you purchase a Product, it is guaranteed by the manufacturer, licensor or distributor against defects in material and workmanship for 30 days from the date of shipment. Within that time period, just contact orders@urge.com and we will coordinate attempting to correct, repair or replace the defective Product or, if applicable and available, obtain a refund for you. We have no responsibility or liability whatsoever for any goods or services you may obtain from or through other web sites, web pages or third parties, even if you were directed or linked to such a site or page through the Website or Service, nor are we responsible for assisting you in correcting any problem you may experience with Products if you do not notify us within the 30 day period noted above or for any goods or services not obtained directly on the Website. You agree that your sole and exclusive remedy and our sole, exclusive and maximum liability arising from or relating in any way to any Product shall be the amount you actually paid us (or our suppliers, operational service providers or other e-commerce partners) for it.
WE WILL NOT SHIP OUTSIDE THE UNITED STATES AND PUERTO RICO.
We will not ship and you may not purchase any Product and designate shipment of that Product to any shipping address outside the United States and Puerto Rico. Quantities may be limited and Products may be purchased while supplies last. If a Product is listed at an incorrect price or with incorrect information, we reserve the right to refuse or cancel orders placed for that Product, whether or not the order has been confirmed and even if your account has been charged (in which event we will issue a credit to your Payment Account, in the amount of the charge).
Our creation or transmission of an order confirmation does not signify acceptance of your order, nor constitute a binding confirmation of an offer to sell any Product and we reserve the right to accept or decline your order for any reason up until the time the Product is actually delivered to you. We reserve the right at any time, without prior notice, to limit or reduce the quantity you ordered of any Product and we will notify you if we do so. We have the right to require pre-approval for orders in excess of minimums established by our credit and authorization policies and practices in effect at the time of your order. Pre-approval will generally consist of contacting the issuer of the designated card or payment instrument applicable to your Payment Account and obtaining their authorization in advance for the amount (or estimated amount) of the dollar amount of the potential purchase. We may also contact you directly and require additional information from you before we grant such pre-approval. Products may be purchased through URGE only by Registered Users with Payment Accounts for shipment and delivery to you or as personal gifts to another person you designate within the United States and Puerto Rico, but no other places within the Territory and not for resale. We do not knowingly accept orders from dealers, exporters, wholesalers, distributors, resellers or other similar persons or companies and we reserve the right to refuse, cancel or seek the return of any Products that are purchased in violation of the foregoing restrictions.
You are responsible for all taxes imposed on the sale, use or receipt of Products and applicable taxes will be added to the amount charged for Products purchased. If an order consists of multiple items, they may be shipped separately depending on availability.
WIRELESS MARKETING AND PROMOTIONAL OPPORTUNITIES
MTVN may provide its Registered Users with the opportunity to also register for Promotions, services, news, programming and information delivered via text messaging and other wireless devices such as mobile phones. Users are required to provide their consent to receive such information from MTVN, either by registering on the Website or via their wireless device.
Registered Users that register for such wireless marketing services acknowledge, understand and agree they will be charged by the user's wireless carrier for all messages sent to them or their designated device(s). Standard messaging rates will apply unless noted otherwise. Under no circumstances will MTVN or any of the MTVN Entities be responsible for any wireless email or text messaging charges incurred by a Registered User or by any other person that has access to a Registered User's wireless device, telephone number or email address.
You understand, acknowledge and agree that we may, in our sole discretion and without liability to you or any other party, terminate its offer of any specific wireless marketing service or all wireless marketing services at any time without advance notice. We may notify you of terminations or changes in services on the Website as we do with other changes described in the Agreement.
POSTINGS
Your comments, suggestions and information are important to us. Portions of URGE and/or the Website may provide Registered Users with an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us, the Website, other Registered Users or other parties ("Post" or "Postings"). You understand, acknowledge and agree that Postings are the sole responsibility of the person from which such Postings originated. This means that you, the Registered User (and not the Website, MTVN, any MTVN Entities or any other party) are entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available. Postings do not reflect the views of MTVN or any of the MTVN Entities. We do not monitor, endorse, edit or screen any Postings, although we reserve the right to do so and if we choose to do so we have no obligation to do continue to do so or do so continuously. We may do so randomly, sporadically, continuously or not at all and in some or no portions of URGE or the Website. In no event shall MTVN or any of the MTVN Entities have or be construed to have any responsibility or liability for or in connection with any Posting whatsoever, even Postings in violation of this Agreement; provided that, if we determine, in our sole discretion, that any Posting does or may violate any of the terms or conditions of the Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under the Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your registration, status as a Registered User, your right to use the Website and/or the Service; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of the Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, and, if applicable, your status as a Registered User on the Website and/or URGE.
If a Posting originates from you or your User ID, you hereby agree that: (a) you are placing the Posting in the public domain without reservation of any rights or further control over the Posting or its use and you specifically authorize MTVN and the MTVN Entities to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, discovered or developed, whether alone or together, in combination or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Posting is original to you or fully cleared for use as required hereunder, (ii) the Posting does and will not, in any way, violate or breach any of the terms of the Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right of any other party or contain any matter the publication or sale of which will violate any federal, state or local statute, regulation, ordinance or court order, (iv) the Posting is not obscene or in any other manner unlawful, (v) the Posting shall not be injurious to the health of any person, including the Registered User, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of any Posting; (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Posting in the public domain and grant URGE and MTVN the right to use such Posting as described above; and (d) we have the right to delete, re-format and/or change your Posting in any manner that we may determine (although you will not be responsible for any changes we make).
The amount of storage space on the Service and Website per User ID is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings.
Posting is for non-commercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue, reduce expenses or affect profits or losses (or attempt to do so) for any business enterprise or commercial activity.
If you believe any Posting on the Website or the Service violates any of the terms of the Agreement, please send us a message about it at privacy@urge.com. We cannot guarantee we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any message.
GIVING THE GIFT OF URGE
As a Registered User with a Payment Account, you may purchase the gift of URGE in dollar amounts we specify. The gift of URGE will be in the form of a code that is sent to you or any other qualified user you select as the gift recipient at the time of your purchase ("Gift Certificate"). The use of Gift Certificates are subject to this Registered User Agreement, as well as the overall Agreement with us and any other terms and conditions we indicate shall apply to the Gift Certificate at the time of your purchase. In addition, although Gift Certificates can generally be used to purchase Content or Products through URGE, certain restrictions may apply to the use of Gift Certificates and certain Content or Products, goods and services may not be available when redeeming Gift Certificates. Unless we notify you otherwise, Gift Certificates purchased in the Territory must only be redeemed or used by another Registered User within the Territory who has a Payment Account set up with us at the time of redemption and use. In other words, to redeem and use a Gift Certificate you must be or become a Registered User, although you do not have to be enrolled in a Paid Subscription Plan. If any Software, Supported Device or other requirements are necessary to use URGE or the Website, play Content, obtain or use any Product or otherwise to take advantage of the redemption and use of a Gift Certificate, you must comply with all the applicable requirements in order to redeem or use the Gift Certificate or any Content, Product, goods and/or services you obtain through its use.
Gift Certificates are not redeemable for cash, cannot be exchanged, substituted or returned for a cash refund, nor can you use a Gift Certificate to purchase another Gift Certificate or to purchase or make a payment towards any Paid Subscription Plan. Your purchase, the redemption and use by you or any recipient of a Gift Certificate, as well as the use of Content, Products or any other goods or services purchased with a Gift Certificate remains subject to the terms and conditions of the Agreement, of which this Registered User Agreement is a part, as well as all other terms, conditions and restrictions that apply to the purchase, redemption and use of that particular Gift Certificate. Unused amounts that remain after a Gift Certificate is redeemed, if any, will be put into the Gift Certificate recipient-Registered User's Payment Account for future use. Neither the Gift Certificate, nor any such unused amounts are transferable. If you order Content, a Product or any goods or services whose cost or charge exceeds the available amount of your Gift Certificate or the remaining balance in your Payment Account from your Gift Certificate, you must use that Payment Account to pay for the balance due. Although no paper certificates will be printed, the cash value of any URGE Gift Certificate is 1/10 of one U.S. cent.
We shall not and cannot be responsible if the recipient (whether you or another Registered User) loses the Gift Certificate or it is stolen (e.g., the code is forgotten, misplaced, lost or stolen or misappropriated by someone else). We also reserve the right to deny or refuse to permit redemption or use of a Gift Certificate or terminate a Registered User's Payment Account with us if a Gift Certificate is or has been fraudulently or improperly obtained or used (or we have reason to believe that has or may occur). If the code necessary to redeem or use any Gift Certificate does not function properly, our only liability and your sole and exclusive right and remedy is to have us replace the monetary value of that Gift Certificate, if any, into the Payment Account of the Registered User that originally purchased that Gift Certificate.
MODIFICATIONS
As set forth in the Modifications section of the Terms of Use Agreement and without limiting the generality of our rights described therein, we reserve the right to change this Registered User Agreement, the Service, Website, Paid Subscription Plans, Content, Gift Certificates, Products and any terms and conditions in our Agreement with you and if any change is unacceptable to you, you understand, acknowledge and agree your only recourse is to immediately terminate your registration as a Registered User, because if you continue to use or attempt to use your User ID, your Payment Account, your registration or your status as a Registered User after a change becomes effective, it will signify your agreement to be bound by and constitute your binding acceptance of the change.
COPYRIGHT INFRINGEMENT
The Proprietary Rights and Intellectual Property section in the Terms of Use Agreement sets forth the terms and conditions, rights and obligations applicable to you, however, for your reference and use, the following link will take you to the procedures you must follow if you believe URGE or the Website contains elements, including any Content, that infringe any copyright in your or any other work.
TERMINATION; NO REFUNDS
You may terminate your Payment Account, and, subject to any initial or minimum periods you may have selected, change or cancel your Paid Subscription Plan, at any time and for any reason, by going to your Account Summary in URGE and editing your selections or making new selections at any time. If, for any reason, you wish to terminate your registration with URGE entirely, subject to any obligations that apply to you and payment of all amounts unpaid and still outstanding, you should notify our customer service department by sending an email to orders@urge.com with your User ID information. We may ask you to provide us with certain other Registered User Information for security and verification purposes.
We may deactivate your Payment Account, suspend, cancel and/or terminate your Account, status as a Registered User, Basic Registered User, your User ID, use of URGE, participation in any Promotions, as well as your use of any services, features or functions of URGE, the Website, Software and/or your Paid Subscription Plan, in whole or in part, without prior notice to you or anyone else, at any time in our sole discretion and for any reason, with or without cause. If we do so and you are a Registered User in good standing, have not breached this Registered User Agreement or the Agreement of which this Registered User Agreement is a part, nor violated any laws or regulations, then we shall, in our sole discretion and at our option, either continue to provide you with the Paid Subscription Plan services for which payment has already been made or alternatively provide you with a pro rata refund for any Paid Subscription Plan services not yet received or any combination of these.
Except as specifically provided in this Registered User Agreement, upon termination, suspension, deactivation, cancellation or any other cessation of your registration, status as a Registered User, Payment Account, right to use URGE, the Website and/or Software, whether permanent or temporary and including, without limitation, any Paid Subscription Plan, Trial Periods, Promotions or otherwise, you will not be entitled to compensation, damages, nor a refund of any monies previously paid, nor will you be relieved of any obligation you agreed to or incurred, including payment of fees and charges for any Paid Subscription Plan remaining through the end of the applicable period for the Paid Subscription Plan. Any and all monies due or becoming due and outstanding effective on the date of such termination, suspension, deactivation or cancellation, together with any remaining Paid Subscription Plan fee obligations you may have committed or agreed to prior to the date of termination, shall be accelerated, be immediately due, owing and payable by you and we may collect the full amount thereof, without further notice or obligation to you.
If you breach (or we reasonably believe you have breached or you attempt to breach) this Registered User Agreement, any of the terms and conditions of the Agreement of which this Registered User Agreement is a part, or if we are notified or otherwise determine (or have reason to believe) you have or are engaging in conduct or activity that violates any law or regulation or infringes upon our rights or the rights of any other person, we may deactivate, cancel, suspend or terminate your Payment Account, your registration, status as a Registered User, as well as your Paid Subscription Plan, Trial Period and/or your participation in any Promotions, activities, services, features and functions, without notice to you, declare all monies then due, owing and outstanding immediately due and payable and such deactivation, cancellation, suspension or termination shall be without liability or further obligation of ours of any kind whatsoever to you or any other person and you will not be entitled to a refund of any monies you have previously paid.
LIMITATION OF WARRANTIES, LIABILITY AND REMEDIES
In addition to the limitations of warranties, liability and remedies set forth in your Agreement with us, including, without limitation, the Terms of Use Agreement which forms a part of the Agreement and by all of which you are legally bound, the following supplemental limitations on our warranties, our liability and your remedies also applies to this Registered User Agreement:
WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR WRITING, PLAYBACK OR RECORDING DEVICE (FOR EXAMPLE, CD OR DVD) OR MOBILE OR PORTABLE PLAYER OR DEVICE, INCLUDING, WITHOUT LIMITATION, ANY SUPPORTED DEVICE, WILL BE COMPATIBLE WITH URGE, THE WEBSITE AND/OR ANY CONTENT OR THAT ANY DOWNLOADS OR ANY CONTENT ASSOCIATED WITH URGE WILL FUNCTION IN ALL DEVICES, EVEN IF SHOWN ON OUR LISTING OF SUPPORTED DEVICES. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE YOUR EQUIPMENT, SOFTWARE, DEVICES, COMMUNICATIONS, INTERNET CONNECTIONS AND SYSTEMS FUNCTION CORRECTLY WITH URGE, THE WEBSITE, MATERIALS, CONTENT, SOFTWARE AND/OR OTHERWISE.
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE, ANY TRIAL PERIOD, PAID SUBSCRIPTION PLAN, GIFT CERTIFICATE, PRODUCT, PROMOTION, YOUR REGISTRATION, ACCOUNT OR PAYMENT ACCOUNT, WILL FUNCTION, BE AVAILABLE OR ACCESSIBLE AT ALL TIMES OR AT ANY PARTICULAR TIME OR WILL OPERATE AS DESCRIBED AND UNLESS SPECIFICALLY SET FORTH HEREIN, WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SUBJECT MATTER OF THIS REGISTERED USER AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE.
UNDER NO CIRCUMSTANCES SHALL MTVN OR ANY OF THE MTVN ENTITIES BE LIABLE FOR ANY UNAUTHORIZED USE OF URGE, THE WEBSITE, SOFTWARE, CONTENT, MATERIALS, PRODUCTS OR OTHER GOODS OR SERVICES, BY YOU OR ANYONE USING YOUR USER ID, YOUR PAID SUBSCRIPTION PLAN, ANY TRIAL PERIOD, YOUR PAYMENT ACCOUNT, YOUR EMAIL ADDRESS, PASSWORD OR OTHER IDENTIFICATION.
WITHOUT LIMITING OR RESTRICTING THE COMPARABLE LANGUAGE CONTAINED IN THE TERMS OF USE AGREEMENT, WE REMIND YOU THAT IN THE EVENT AND TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT IN A PARTICULAR SITUATION, A LIMITATION ON REMEDIES, DAMAGES OR LIABILITY SET FORTH IN THIS REGISTERED USER AGREEMENT IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND EQUITY IN SUCH SITUATION, BUT IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED ONE HUNDRED DOLLARS (US$100), EVEN IF SUCH REMEDY IS CLAIMED TO FAIL OF ITS ESSENTIAL PURPOSE.
INDEMNIFICATION
You agree that your obligation to defend and indemnify and hold MTVN, the MTVN Entities and its and/or their respective successors and assigns, as well as their respective officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers and suppliers harmless from and against any and all Claims and Losses, as described in the Terms of Use Agreement which forms a part of the Agreement also applies to this Registered User Agreement and your use of URGE, your User ID, your Account, Payment Account, Trial Period, Paid Subscription Plan, Gift Certificates, Products, Promotions to the extent necessary to cover the subject matter uniquely applicable to this Registered User Agreement.
LAW THAT APPLIES
Please refer to the Terms of Use Agreement for a complete statement of the law that applies to you. We emphasize and remind you, without diminishing the generality or limiting any of the other terms or conditions contained in your Agreement with us, you agree that IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT, YOUR USE OF URGE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
BY REGISTERING, SUBMITTING REGISTERED USER INFORMATION TO US, BECOMING A REGISTERED USER, USING SOFTWARE IN CONNECTION WITH YOUR REGISTERED USER, ENROLLING FOR A TRIAL PERIOD, SETTING UP A PAYMENT ACCOUNT, SELECTING ANY PAID SUBSCRIPTION PLAN OR OTHERWISE PURCHASING OR ATTEMPTING TO PURCHASE ANY CONTENT, PRODUCTS, GIFT CERTIFICATES OR USE OF YOUR USER ID IN CONNECTION WITH ANY GOODS OR SERVICES AVAILABLE TO REGISTERED USERS, YOU ACKNOWLEDGE YOU HAVE READ THIS REGISTERED USER AGREEMENT, AS WELL AS THE TERMS OF USE AGREEMENT, PRIVACY POLICY, THE COPYRIGHT COMPLIANCE POLICY, AND EULA AND THAT YOU UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND THEREIN.
YOU FURTHER CERTIFY AND CONFIRM YOU ARE AT LEAST 13 YEARS OF AGE AND IF YOU ARE A MINOR, YOU HAVE THE CONSENT OF YOUR PARENT OR LEGAL GUARDIAN WHO, SUBJECT TO AND IN ACCORDANCE WITH THE REQUIREMENTS AND PROCEDURES SET FORTH IN THIS REGISTERED USER AGREEMENT, HEREBY ALSO AGREES TO BE BOUND AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS REGISTERED USER AGREEMENT, AS WELL AS THE TERMS OF USE AGREEMENT, PRIVACY POLICY, THE COPYRIGHT COMPLIANCE POLICY, AND EULA AND SHALL BE RESPONSIBLE FOR THEMSELVES AND YOU, HIS OR HER MINOR CHILD, AS DESCRIBED HEREIN.
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For ease of reference our
Terms of Use Agreement can be reached at any time at
http://www.urge.com/termsofuse.jhtml; our
Privacy Policy can be reached at any time at
http://www.urge.com/privacypolicy.jhtml; our
Copyright Compliance Policy can be reached at any time at http://www.urge.com/copyrightcompliancepolicy.jhtml; and our
End User License Agreement can be reached at any time at
http://www.urge.com/EULA.jhtml.
This Registered User Agreement was last modified on May 14, 2007 and is effective immediately.
© Copyright 2007 MTV Networks, a division of Viacom International Inc.All Rights Reserved.