XTRAXX, Inc.
Website General Terms of Use

Access to any website offered by XTraxx through which it provides services, currently available on XTraxx.Com (the “Site”) is offered to you (the “User” or “You”) by XTraxx, Inc. (the “Company,” “We,” or “Us”) subject to your agreement and compliance with these terms and conditions (the “Terms of Use”).  BY USING THE SITE, OR OTHERWISE SUBMITTING INFORMATION TO US, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF USE AND AGREE TO BE BOUND BY THEM.  If you do not agree to abide by these Terms of Use, You are not authorized to access, view or otherwise use the Site or any of its features or functions.

From time to time We may change, modify, add or remove portions of these Terms of Use.  We will notify You of any such changes by posting a notice of such changes on the Site. You are responsible for monitoring and reading such notices.  If You object to any such changes, Your sole recourse shall be to cease accessing and/or using the Site.  Continued access to and/or use of the Site following the posting of such modifications or changes shall indicate Your assent to and acceptance of the Terms of Use as so modified.

We reserve the right to modify, suspend, or discontinue the Site without notice to You.  If You object to any such changes, Your sole recourse is to discontinue using the Site.  Continued access and/or use of the Site shall indicate Your assent to and acceptance of such changes.

Privacy
We adhere to the Privacy Policy posted on the Site, except as applicable laws may otherwise require. The Privacy Policy is an integral part of these Terms of Use, incorporated into these Terms of Use by reference, and the Privacy Policy forms part of Your agreement with Us.  Please be aware, however, that a linked website may contain privacy policies that differ from Our policy.  We are not responsible for the privacy practices of those third-party websites, so you should read their respective privacy policies to determine whether they are acceptable to You.

Termination
We may terminate Your access to the Site for any reason without prior notice.  Your authorization to access and use the Site will terminate automatically in the event that you violate these Terms of Use.  We reserve the right to seek all remedies available for violation of the Agreement, including the right to block access from a particular Internet address to the Site.  You agree that We will not be liable to You or to any third party as a result of any termination of Your access to the Site.  We reserve the right to remove from the Site, with or without prior notice to You, any information or content that You have provided to us, for any reason.     

You may discontinue Your access to the Site at any time.  You may request in writing that we remove from the Site specific content that you have provided to us.  If you have registered on the Site (described below), you may also request in writing that we cancel Your registration.

Supplemental Terms and Conditions
Some uses of Our Site require that You agree to certain terms and conditions that supplement these Terms of Use (“Supplemental Terms”).  You will not be granted access to those features of the Site unless You agree to the applicable Supplemental Terms.  For example, if you wish to submit music to the Site (“Submissions”), we require You to agree to certain terms and conditions that only apply to users who submit content.

In order to access some features of the Site, you must submit information to the Site or create an online account and provide the information requested by Our registration form, such as Your name and address (Your “Provider Profile”). You represent and warrant to the Company that all information provided by You is true and accurate in all respects and You have the right to provide all information provided by You to Us.

You agree to abide by all such Supplemental Terms.  If there is a conflict between these Terms of Use and any Supplemental Terms that apply to You, the Supplemental Terms shall control with respect to Your use of the applicable portion(s) or feature(s) of the Site.

Proprietary Rights
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code and other content that we make available through the Site, other than Your Submissions (if any) are considered “Site Content.”  All Site Content and related intellectual property rights shall be owned by the Company, its vendors, licensors or the users who submitted the content, including, but not limited to, all rights in the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Site Content.

All Site Content is provided to You only for Your information and personal use only. However, certain features of the Site may grant You additional rights to use Site Content, subject to applicable Supplemental Terms. 

You continue to own any intellectual property rights that are embodied in Submissions that you submit to the Site, subject to the licenses that You grant pursuant to any Supplemental Terms.

We respect the intellectual property of others. If You believe that Your work has been copied in a way that constitutes copyright infringement, please contact Us at infringement@xtraxx.com and provide the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that You claim has been infringed upon;
• A description of where on the Site the material is that You claim is infringing;
• Your address, telephone number, and e-mail address;
• A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Age Restriction
You represent that that You are at least 13 years of age.  The Site is not intended for use by persons under the age of 13, and persons younger than 13 are not authorized to use the Site. You may not purchase any materials from this Site unless You are at least 18 years of age or You are the parent or legal guardian of a minor under the age of eighteen (18) whose purchase on the site You have authorized and You agree to the terms of this Agreement on such minor’s behalf.

Terms of Sale

Your Rights in Purchased Music
Music that you purchase from the Site is for Your personal use only. Unless You have received the right to do so pursuant to any Supplemental Terms, You may not copy, publicly display, publicly perform, digitally transmit, adapt, translate, create derivative works of, or distribute any Site Content.  For sake of clarity, You are not authorized to republish, upload, post, encode, mirror, create hypertext links to, or frame the Site Content unless You are separately authorized by Supplemental Terms.

Some music available on the Site is available with expanded rights. However, to receive these additional rights, You must be registered on the Site and You must have agreed to the Supplemental Terms. If You have properly registered and agreed to the Supplemental Terms and the copyright owner has made a song available with additional rights at the relevant time, You may, at that time,  create a mix using the song and upload such mix to the Site.  

When a song is available, with additional rights,  a properly registered user will have the right, from any location specified in the license (“Licensed Area”) and during the time period specified in the license (“Licensed Time Period”), to create derivative works from the indicated Submission by, for example,changing pitch, changing tempo, synching to video or [sampling the Submission and inserting such sampling into an enhanced version of the Submission] (sometimes referred to as “sampling” or “mashup”). This derivative work will be referred to as a “Mix.” For sake of clarity, these Terms do not grant a license to create a derivative work by sampling a Submission and then inserting that sampling into a new recording which contains music not originally part of the Submission (sometimes referred to as a “remix”). registered users, from the Licensed Area and during the Licensed Time Period, may upload such Mixes to the Site, provided that the user chooses the original song used in the Mix as an entry in the Track List for such Mix. The Mix will then be available on the Site for sale to consumers in the Licensed Area and during the Licensed Time Period. At no time, however, may the user of a song with additional rights, grant any other rights in, or sublicense, their rights in the Submissions or the Mix, nor may Users distribute their Mixes through any medium other than the Site. The Company will compensate Users for distributing Mixes through the Site according to the Company’s then current payment policy available to Users upon registration and in accordance with the Set Price entered by the User when creating the Electronic Distribution License on the Site.

Payment Methods
The Company accepts paypal for purchases that You may make on the Site, and may from time to time indicate on the Site when other payment methods are acceptable. If a credit card company is being used for a purchase, the Company may obtain a pre-approval from the credit card company for an amount up to the amount of the order. 

Your credit card issuer agreement governs your use of Your designated credit card, and You must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. You agree that no additional notice or consent is required before the Company invoices the credit card for all amounts due and payable.  By providing the Company with Your credit card number and associated payment information, You agree that the Company is authorized to immediately invoice Your account for all fees and charges due and payable to the Company as a result of your purchase of any products or services.  You agree to immediately notify the Company of any change in Your invoicing address or the credit card used for payment hereunder.  You agree to pay all fees and charges incurred in connection with Your orders and purchases (including any taxes imposed on Your orders and purchases, including, but not limited to, sales, use or value-added taxes) at the rates in effect when the charges were incurred.

Refund Policy
All sales are final.

Sales Tax
Purchases from the Site will include sales tax based on the bill-to address and the sales tax rate in effect at the time of download. If the sales tax rate for the billing address changes before the song is downloaded, the new tax rate in effect at the time of download will apply. We will only charge tax in states where music downloads are taxable. No customers are eligible for tax exemptions for purchases made on the Site.

Customer Service
For assistance with billing questions or other order inquiries, please email xtsupportxtraxx.com.

Disclaimers
YOU UNDERSTAND THAT WHEN USING THIS SITE, YOU WILL BE EXPOSED TO SITE CONTENT AND USER CONTENT FROM A VARIETY OF SOURCES, AND THAT WE ARE NOT RESPONSIBLE FOR THE ACCURACY OF SUCH MATERIAL. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO MATERIAL THAT IS OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU WAIVE ANY CLAIM, RIGHTS OR REMEDIES YOU MAY HAVE AGAINST US WITH RESPECT THERETO.

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS NO RESPONSIBILITY FOR THE ACCURACY OR AVAILABILITY OF INFORMATION PROVIDED BY LINKED SITES.  LINKS TO EXTERNAL WEBSITES DO NOT CONSTITUTE AN ENDORSEMENT BY THE COMPANY OF THE SPONSORS OR OPERATORS OF SUCH WEBSITES OR THE CONTENT, PRODUCTS, ADVERTISING OR OTHER MATERIALS PRESENTED ON SUCH SITES.  THE COMPANY DOES NOT AUTHOR, EDIT OR MONITOR ANY OF THOSE PAGES OR LINKS.  YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF, OR RELIANCE ON, ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON SUCH EXTERNAL WEBSITES OR RESOURCES.

NEITHER THE COMPANY NOR ITS STOCKHOLDERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS OR AFFILIATES ARE RESPONSIBLE FOR THE PRIVACY POLICIES AND PRACTICES OF ANY WEBSITES OPERATED BY ANY THIRD PARTY, EVEN IF LINKS ARE PROVIDED TO THOSE THIRD-PARTY SITES ON THE SITE.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITE CONTENT, ACCESS TO THE SITE, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED BY THE COMPANY ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS, WITH NO WARRANTIES WHATSOEVER. THE COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION AND QUIET ENJOYMENT.  THE COMPANY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY AND RELIABILITY OF THE SITE.

YOU UNDERSTAND AND AGREE THAT, IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
 
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE COMPANY NOR ITS STOCKHOLDERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS OR AFFILIATES BE LIABLE TO YOU OR ANY USER FOR DAMAGES, HARMS OR PROBLEMS ARISING FROM USE OR MISUSE OF THE SITE.  SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF THIRD-PARTY SERVICES OR GOODS ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE.  IN NO EVENT WILL COMPANY NOR ITS STOCKHOLDERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS OR AFFILIATES HAVE ANY LIABILITY FOR LOST PROFITS OR LOST DATA, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Indemnity
You agree to indemnify and hold us harmless for any damage, expense or liability arising out of or relating to (i) Your violation of these Terms of Use or the rights of any other user, (ii) any Submissions submitted or transmitted by You through the Site and/or (iii) the transmission of computer viruses, worms, harmful program routines or other similar items into the Site, or using the Site to access without authorization any other computer or machine.

Other Terms and Conditions
These Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions or Your actual state or country of residence.  Any dispute or controversy arising out of or relating to these Terms of Use including, without limitation, a dispute or controversy relating to the construction of any provision or the validity or enforceability of any term or condition (including this provision), or of the entire Terms of Use, or any claim that all or any part of these Terms of Use (including this provision) is void or voidable, shall be submitted to arbitration before a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association then in effect.  Any arbitration under this provision shall be conducted in New York City, New York.  Each party shall bear its own costs and expenses in any such proceeding.  The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  To the fullest extent permitted by law, the parties irrevocably submit to the jurisdiction of such forum and waive any objection it may have to either the jurisdiction or the venue of such forum. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Site, Site Content, and products that you Purchase on the Site, if any.  In no event shall the Company be held liable for act or omission resulting directly or indirectly, in whole or in part, from causes beyond its reasonable control, including, without limitation, acts of nature, Internet failures, electrical power failures, acts of God, war, or governmental actions. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Use will continue in full force and effect.

These Terms of Use, together with the Company’s Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by the Company.