March 30, 2022, 1:47:40 PM
Archodia is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Service, including all associated software, logos, text, and graphics, but excluding User Content (defined below). You agree not to display or use any Archodia intellectual property without Archodia's prior permission.
License and Site Access
Archodia grants you a limited license to access and make personal use of the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it, except with express written consent of Archodia.
Illegal and/or unauthorized use of the Service, including collecting usernames, email addresses or User Content of other Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination of membership privileges. Archodia will take appropriate legal action for any illegal or unauthorized use of the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Archodia. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, music, text, page layout, or form) of Archodia and our affiliates or other Users. You may not use any meta tags or any other "hidden text" utilizing Archodia's name or trademarks without the express written consent of Archodia. Any unauthorized use terminates the permission or license granted by Archodia. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Service so long as the link does not portray Archodia, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any EMG logo or other proprietary graphic or trademark as part of the link without express written permission.
You agree to not use the Service or export any portion of the Service, including the User Content (defined below) in violation of the United Kingdom and Wales export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
Use & Storage
You acknowledge that Archodia may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that User Content will be retained by or made available through the Service, the maximum disk space that will be allotted on Archodia's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Archodia has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Service. You acknowledge that Archodia reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that Archodia reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
You may terminate this Agreement at any time by permanently discontinuing your use of the Service. Archodia may terminate this Agreement at any time for any reason upon notice to you by email.
Representations & Warranties
You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all owners of any right, title and interest in and to any User Content you post, submit, transfer, make available, or link to. You represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement and have obtained all necessary third-party consents, approvals, authorizations, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. Your membership or access to the Service may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account.
You represent and warrant that you are solely responsible for all User Content posted, uploaded, published, made available or displayed through your User account, including any messages, and for your interactions with other Users. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own or have, and will own or have during the term the necessary licenses, rights, consents, and permissions to use and authorize Archodia to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Service and these Terms of Service; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Service and these Terms of Service; (iii) you will be responsible for the payment of any and all royalties required by any composer, publisher or owner of the underlying musical composition(s) embodied in the User Content, all license fees, and record royalties to artists and all union, guild or other third-party fees that may be required by contract or the Copyright Act that may be due by virtue of the exploitation of the User Content through the Service as authorized hereunder. For clarity, you retain all of your ownership rights in your User Content.
You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
You represent and warrant that you shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VMN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EMG MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VMN OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Indemnification, Limited Liability
You hereby indemnify and hold harmless, and upon Archodia's request, defend, Archodia its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Archodia's or any User's use thereof violates or infringes the rights of another party. You will reimburse Archodia and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 14, provided that Archodia obtains your written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. Archodia shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Archodia's request. Archodia shall have the right, at its expense, to participate in the defense thereof under your direction.
EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 14(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EMG'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO VMN FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
This Agreement and the relationship between you and Archodia shall be governed by the laws of the United Kingdom and Wales without regard to its conflict of law provisions. You and Archodia agree to submit to the personal and exclusive jurisdiction of the courts located within the United Kingdom and Wales.
Except as explicitly stated otherwise, any notices to Archodia shall be sent by certified mail, return receipt requested, to email@example.com Attn: Legal Department. Notice shall be deemed given three (3) days after the date of mailing.
Archodia respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Archodia's copyright agent with the following information ("Notice"): (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (2) a description of the copyrighted work or other intellectual property that you claim has been infringed; (3) a hyperlink to the material that you claim is infringing on the Service ; (4) your address, telephone number, and email address; (5) 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; and (6) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Any Notice of claims of copyright or other intellectual property infringement must be sent to Archodia at:
The failure of Archodia to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
By utilizing this website and services, you agree that Archodia has the right to run such advertisements and promotions. The manner, mode, and extent of advertising are subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that Archodia shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.