MiCardz, Terms of Service

Welcome to our website located at www.MiCardz.com (the "Site"). The Site is owned, operated and made available to you by MiCardz, Inc. (("MICARDZ", "MiCardz", "we", "our", "us"). The terms and conditions of use that appear below (the "Terms of Use") govern your use of the Site.

By checking "I accept these terms of use", you or the entity or company that you represent are consenting to be bound by and are becoming a party to these Terms of Use. Your use of the Site and the services offered by MiCardz shall also constitute assent to these Terms of Service. If you do not agree to all of these Terms of Use, click the "Cancel" button and you will have no right to use the Site or the services described herein.

Please be aware that we reserve for ourselves the right to change, add to, or delete portions of these Terms of Use at any time, by posting such changes on this Site and posting a notice that the Terms of Use have been modified as of a particular date. You are responsible for reviewing and becoming familiar with any such modifications. At all times, your continued access and use of the Site signifies your agreement to be bound by these Terms of Use, as updated. In addition, we reserve for ourselves the right to, without further notice to you, obligation or penalty, suspend or terminate the operation of this Site and/or our services, or any portion thereof, at any time.

You certify to MiCardz that if you are an individual (i.e., not a corporation) you are at least 14 years of age. You also certify that you are legally permitted to access and use the Site, and you take full responsibility for such access and use of the Site. These Terms of Use are void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

As a condition to using the Site, you may be required to register with us and select a password and user name ("User ID"). You agree to provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. We reserve the right to refuse registration of, or cancel a User ID in our discretion. You will be responsible for maintaining the confidentiality of your password for the Site.

Proprietary Rights and Authorized Uses

The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. This Site and all the content contained thereon or accessible through it (including, without limitation, text, images, photographs, graphics, artwork, music, audio clips, video clips, software, logos, trademarks, and trade names), the Site's look and feel, its design and organization, the arrangement, collection and compilation of the foregoing (collectively, the "Site Content"), and all the intellectual property rights embodied in or arising from any of the foregoing (including without limitation, copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other proprietary rights) (collectively, the "IP Rights") are and shall remain the sole and exclusive property of MiCardz (including its affiliates) or its licensors. Your use of the Site or any services shall not be deemed to grant you any ownership rights in any of the Site Content or any of the IP Rights. Moreover, MiCardz is not granting to you any express or implied license to use any of the foregoing except to the extent expressly permitted as follows: You may access, view and use the Site Content on your personal computer or mobile/internet-compatible device and make single copies or prints of such Site Content for your personal, non-commercial use only, provided that you do not erase, delete, remove, or otherwise modify or tamper with any of the proprietary notices affixed to such Site Content, and further provided that you do not make copies of, or attempt to make copies of, or store or attempt to store on your computer or other device, any audio or video that is provided in streamed format. Except as permitted above, you may not otherwise modify, transmit, participate in the transfer or sale of, create derivative works based on, perform, display, copy, reproduce, distribute, publish or otherwise exploit the Site, any of the Site Content or any of the IP Rights. Any commercial use, distribution, publishing or exploitation of the Site or the Site Content by you (including, without limitation, via framing or linking to this Site or through commercial transactions such as the reselling or redistribution of images or other Site Content available on or accessible through the Site or its services) is strictly prohibited. YOU ONLY HAVE A LIMITED RIGHT TO USE THE SITE AND THE SITE CONTENT IN ACCORDANCE WITH THESE TERMS OF USE. If you make any unauthorized use of this Site or the Site Content, you may violate copyright law, other laws of the United States, the laws of other countries, international treaties, applicable state laws, and you may be subject to liability for any such unauthorized use.

Our Services

MiCardz will design and display a music trading card (“Card”) for you and host, display, perform and share your music as a free download on MiCardz website at no charge to you. MiCardz will publish the final design and your music to MiCardz Site after you approve the final design(s). These services constitute the full and final intent with regard to their mutual and respective rights and obligations.

Extra Work

You agree that if you ask MiCardz to make design edits or do Extra Work for you that is not covered in Our Services by these Terms of Use, you will pay MiCardz an hourly rate of $50.00 (U.S. Dollars) per hour and this payment will be in addition to all other amounts you owe MiCardz under these Terms of Use. A Hundred (100) percent of the Fees for “Extra Work” (e.g. printing, online promotion or design changes) will be due before MiCardz do any Extra Work. All payments will be made using a credit card (e.g. Visa, Master Card) If you requests that MiCardz use any third-party content (such as stock photos) in the design(s) of your Card(s), you promise to pay MiCardz the actual cost of licensing that third-party content for use in the design(s). You understand and agree that MiCardz will not print or publish your Card(s) on MiCardz Site until you tender full payment to MiCardz. You also agree that if you ask MiCardz to do work outside the scope of this Agreement, you will allow MiCardz extra time to send you the final proof files for the design(s).

Feedback

You agree that MiCardz cannot send you edited proof(s) files unless you give MiCardz timely feedback and approves the proofs MiCardz will send you. You agree to provide good faith, timely feedback to facilitate the purpose and intent of this contract. MiCardz agrees to listen to your feedback and make edits to the design(s) in response to your feedback. You promise not to unreasonably withhold acceptance of the final design(s). Finally, You agree that MiCardz’s work on this project will be complete and the Agreement will end when: (a) your Card and music is posted on MiCardz.com and (b) MiCardz delivers to you the requested number of prints for the approved Card design(s).

Other Policies

In the course of your use of the Site, you may be asked to provide certain personally identifiable information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to such User Information are set forth in the Site's Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of your User Information. We cannot and do not guarantee the security of any of the User Information that you transmit online.

Materials Submitted By You

The Site and associated services enable you to make content available to other users of the Site and to access content made available by other users of the Site. Graphics or Audio material, any materials, information, ideas, concepts, suggestions, or any other materials submitted, posted, uploaded, distributed, or published on or via the Site or otherwise sent to us by you (including without limitation uploading sound files to the Site) (collectively, the "Submitted Materials") will be deemed not to be confidential or secret, and may be used by us (including our affiliates) in the following Manner.

Usage of Graphic Materials

The “Graphic Material” (Photos/Images/Logos/Illustrations) will be incorporated in the design of a music trading card for you. The Card will be used without any restrictions, in perpetuity, in any and all media now existing or here in after devised, without compensation to you or to any other party and without the necessity of further notice or consent from you or anyone else, as further provided in the next sentence. By submitting or sending Graphic Materials to us, you represent, warrant and covenant (i) that the Graphic Materials are original to you, that no other party has any rights thereto, that any "moral rights" in any of the Graphic Materials have been waived, and that you grant and agree to grant to us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, upload, download, post, translate, create derivative works from, distribute, sell, display and otherwise fully utilize any such Graphic Materials (in whole or in part) and/or to incorporate them in other works in any form, media, or technology now known or later developed; (ii) that the Graphic Materials do not contain any content that is libelous, slanderous, disparaging, tortuous, offensive, pornographic, profane, vulgar, containing sexually explicit graphical descriptions or accounts of sexual acts, racist, bigoted, hateful, threatening, harassing (or advocating harassment), harmful, false, misleading, fraudulent, invasive of anyone's publicity or privacy rights or that otherwise violate any law or any right of a third-party; (iii) that the Graphic Materials do not constitute "spam"; (iv) that the Graphic Materials do not constitute the promotion or advertising of any commercial enterprise or transaction, or an offer to engage in any such commercial enterprise or transaction; and (v) that the Graphic Materials do not contain any virus, worm, or other similar program that could be harmful or a burden to our computer system or to any other third party's computer system. Please note that we reserve the right to, review or edit any of the Graphic Materials before such Graphic Materials appear on the Site. You also agree that we may delete, remove, replace but may not otherwise manipulate your Graphic Materials in any way, for any reason, at any time and in our sole discretion.

Usage of Audio Materials

“Audio Materials” (sound bites and music) may be used by us (including our affiliates), with restrictions via MiCardz Site without compensation to you or to any other party but with the necessity of further notice or consent from you, as further provided in the next sentence. By submitting or sending Audio Materials to us, you represent, warrant and covenant (i) that the Audio Materials are original to you, that no other party has any rights thereto, that any "moral rights" in any of the Audio Materials have been waived, and that you grant and agree to grant to us a limited, restricted, revocable, exclusive and non-transferable, non-assignable right and license to use, host, upload, download, post, perform, display and otherwise fully utilize any such Audio Materials (in whole or in part) on MiCardz Site and/or to not incorporate them in other works in any form, media, or technology now known or later developed; (ii) that the Audio Materials do not contain any content that is libelous, slanderous, disparaging, tortuous, offensive, pornographic, profane, vulgar, containing sexually explicit graphical descriptions or accounts of sexual acts, racist, bigoted, hateful, threatening, harassing (or advocating harassment), harmful, false, misleading, fraudulent, invasive of anyone's publicity or privacy rights or that otherwise violate any law or any right of a third party; (iii) that the Audio Materials do not constitute "spam"; (iv) that the Audio Materials do not constitute the promotion or advertising of any commercial enterprise or transaction, or an offer to engage in any such commercial enterprise or transaction; and (v) that the Audio Materials do not contain any virus, worm, or other similar program that could be harmful or a burden to our computer system or to any other third-party computer system. Please note that we reserve the right to, review any of the Audio Materials before such Audio Materials appear on the Site. We also agree that we may delete, remove, replace but may not otherwise manipulate your Audio Materials in any way, for any reason, at any time.

You hereby represent and warrant that you have read and understand these Terms of Use and have had the opportunity to consult with counsel and/or business or personal representatives with respect hereto. You represent and warrant that you have the full, complete, and unrestricted right and authority to enter into these Terms and Use. You understand that MiCardz will proceed in reliance hereon.

Your Conduct on the Site

You warrant and agree that you will not, while using the Site or any services: (i) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (ii) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site or services for commercial purposes (other than as expressly permitted by the provider of such information or other material); (iii) engage in "mail bombing", "spamming", "flooding", harvesting of e-mail addresses or other personal information, "spidering", "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information, or send chain letters or pyramid schemes via the Site or services; (iv) attempt to gain unauthorized access to other computer systems through the Site or services; (v) use the Site or services in any manner that could damage, disable, overburden, or impair the Site or services, or interfere with any other person's use and enjoyment of the Site or services; (vi) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site or services; (vii) monitor any portion of the Site, services or any Site Content; (viii) bypass any measures we may use to prevent or restrict access to the Site or services; (ix) use the Site or services in any manner that violates applicable laws or regulations or the rights (including IP Rights) of any third party; (x) upload, download, post, submit or otherwise distribute or facilitate distribution of any content using any communications service or other service available on or through the Site that infringes any IP Rights of any other person or entity; or (xi) misrepresent the source or identity of Submitted Materials.

Cancellation of Service

You may at your sole discretion cancel your MiCardz service at any time. Quit anytime by emailing Cancel to cancellation@micardz.com.

Links to Third Party Websites

Through the Site or services, we may provide links to certain unaffiliated third party Websites, including sites on which products and services may be made available for you to purchase. However, these third party Websites are not under MiCardz's control. When you visit these third party Websites or make purchases through them, your relationship is between you and the third party, and not between you and MiCardz. We have no responsibility, liability or obligation with respect to the information, content, products, services, advertising, or other materials, which may or may not be provided by or through such third party Websites, and you will be subject to such third party's own policies, terms and conditions and privacy policies.

Equipment and Ancillary Services

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the MiCardz services, including, without limitation, hardware devices, software, and other internet, wireless, broadband, phone or other communication device connection services. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Site and any MiCardz services and you shall be responsible for all charges incurred in connection with all such equipment and ancillary services, including any fees charged for airtime usage and/or sending and receiving messages or related notifications.

Disclaimer of Warranties

You acknowledge that MiCardz has no control over, and no duty to take any action regarding: which users gain access to the Site; what Site Content you access via the Site or services; what effects the Site Content may have on you; how you may interpret or use the Site Content; or what actions you may take as a result of having been exposed to the Site Content. You release MiCardz from all liability for your having acquired or not acquired Site Content through the Site or related services. The Site or related services may contain, or direct you to Websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site or services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or services. THE SITE, SERVICES AND SITE CONTENT ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THIS SITE, THE SITE CONTENT OR ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SITE, IF ANY, WILL MEET YOUR REQUIREMENTS. NO CONTENT OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING IT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): MiCardz MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE OR THROUGH ANY USE OF THE MICARDZ SERVICES. We will not be liable for the privacy of e-mail addresses, phone or communication device numbers, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Site Content stored on our equipment and transmitted over networks accessed by the Site, or otherwise connected with your use of the Site or our services.

Limitation of Liability

IN NO EVENT SHALL MICARDZ, ITS AFFILIATES, OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS, OR ANY OTHER OF ITS OR THEIR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF SALES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, THE SERVICES, THE SITE CONTENT, OR THE FUNCTIONS CONTAINED ON OR RELATED THERETO, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE OR SERVICES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, THE SERVICES, THE SITE CONTENT, OR THE FUNCTIONS CONTAINED ON OR RELATED THERETO EXCEED, IN AGGREGATE, THE AMOUNT, IF ANY, PAID DIRECTLY BY YOU TO MiCardz IN DIRECT EXCHANGE FOR YOUR USE OF THE SITE OR SERVICES.

Indemnification

You agree to defend, indemnify and hold MiCardz, its affiliates, and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of this Site, Site Content or related services, your submission or transmission of any User Information, Submitted Materials or any other any message, content, information, or other materials through the Site, any breach by you of any of these Terms of Use, or any violation by you of any law.

Applicable Laws

We control and operate the Site and related services from our offices in the United States of America. We do not represent that materials on the Site or services are appropriate or available for use in other locations. Persons who choose to access the Site or services from other locations do so at their own risk, and are responsible for compliance with all local laws.

Termination

We may terminate or suspend access to the Site and/or services immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms of Use. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to access the Site, related services and any Site Content will immediately cease. All provisions of the Terms of Use which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification and limitations of liability.

Forward Statements

Certain statements made on the Site which describe MiCardz's intentions, expectations or predictions, are forward looking and are subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. There are a number of factors that could cause results or events to differ from current expectations. MiCardz disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, actual events or otherwise.

Miscellaneous

The Terms of Use and the relationship between you and us shall be governed by the laws of the State of Indiana, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of Indiana, County of Marion. You agree to submit to the personal and exclusive jurisdiction of the courts located within Marion County in the State of Indiana. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use 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 the Terms of Use shall remain in full force and effect. MiCardz shall not be liable for any matter beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. The Terms of Use is not assignable, transferable or sub licensable by you except with MiCardz's prior written consent. MiCardz may transfer, assign or delegate the Terms of Use and its rights and obligations hereunder without consent. Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind MiCardz in any respect whatsoever.

Please direct any questions regarding these Terms of Use to: termsofuse@micardz.com.

Digital Millennium Copyright Act Notice

MiCardz has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of MiCardz's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

It is MiCardz's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that content residing on or accessible through the MiCardz.com website or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that MiCardz is capable of finding and verifying its existence;
Contact information about the notifying party including address, telephone number and, if available, e-mail address;
A statement that the notifying party has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is MiCardz's policy:

to remove or disable access to the infringing content;
to notify the content provider, member or user that it has removed or disabled access to the content; and
that repeat offenders will have the infringing content removed from the system and that MiCardz will terminate such content provider's, member's or user's access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

physical or electronic signature of the content provider, member or user
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which MiCardz is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, MiCardz's may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 business days or more after receipt of the counter-notice, at MiCardz's discretion.

Please contact MiCardz's Designated Agent to Receive Notification of Claimed Infringement at the following address: Designated Agent to Receive Notification of Claimed Infringement:

By Mail:
MiCardz, Inc
2828 Old Hickory Blvd. 102
Nashville, TN 37221

By Email:
infringement@micardz.com
Subject: Infringement Claims

By Fax:
615.301.5810
Attention: Infringement Claims