1. Introduction. Please read this Web page carefully. It contains the Terms and Conditions governing your access to and use of this Web Site operated by RHYTHMQWEST ENTERTAINMENT, INC., a Florida Corporation (hereinafter, “RHYTHMQWEST ENTERTAINMENT”). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site.
2. Binding Agreement. These Terms and Conditions (as they may be amended from time to time by RHYTHMQWEST ENTERTAINMENT) form a binding agreement between you and RHYTHMQWEST ENTERTAINMENT. Your access to or use of the Site indicates your acceptance of these Terms and Conditions. You are agreeing to use the Site at your own risk.
3. Certain Definitions. The following definitions apply to these Terms and Conditions:
4. Acceptable Use of the Site.
4.1 General Use Rules. The Site is intended for download of music or such other sound recordings. You may use this Site only for lawful purposes within the stated context of RHYTHMQWEST ENTERTAINMENT intended and acceptable use of the Site. RHYTHMQWEST ENTERTAINMENT is the sole interpreter of the Site’s intended and acceptable use. You hereby authorize RHYTHMQWEST ENTERTAINMENT to charge you for downloading of music or such other sound recordings. RHYTHMQWEST ENTERTAINMENT offers special rate of U.S. $ 0.99 per download of a single copy of a music file. $1.99 per download of a single copy of musical video. Other payment options are listed on the Site for your convenience.
4.2 License to Use by Members. RHYTHMQWEST ENTERTAINMENT hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use of music downloading of certain sound tracks and other sound recordings available on this Site. This authorizes you to view and download a single copy of the material on the Site solely for your personal, noncommercial use. Your use of the Site is a privilege. RHYTHMQWEST ENTERTAINMENT reserves the right to suspend or terminate that privilege or Membership for any reason at any time, in its sole discretion.
4.3 Other Specific Rules. You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions.
5. Intellectual Property Rights. The Site and all right, title and interest in and to the Site is the sole property of RHYTHMQWEST ENTERTAINMENT or its licensors, and is protected by U.S. copyright and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, RHYTHMQWEST ENTERTAINMENT reserves for itself and its licensors all other right, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site. The RHYTHMQWEST ENTERTAINMENT design logo and certain other names or logos are service marks or trademarks of RHYTHMQWEST ENTERTAINMENT, and all related product and service names, design marks and slogans are the service marks or trademarks of RHYTHMQWEST ENTERTAINMENT. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by RHYTHMQWEST ENTERTAINMENT’S trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners.
6. Disclaimers and Limitations on RHYTHMQWEST ENTERTAINMENT’S Liability.
6.1 Allocation of Responsibility RHYTHMQWEST ENTERTAINMENT assumes no responsibility for the activities, omissions or other conduct of Members.
6.2 No endorsements by RHYTHMQWEST ENTERTAINMENT. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any Member or third party, whether in regards to its Web site, goods, products, services, or otherwise.
6.3 No Guaranty of Results. RHYTHMQWEST ENTERTAINMENT makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the educational objectives of Members.
6.4 WARRANTY DISCLAIMERS
(ii) RHYTHMQWEST ENTERTAINMENT makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any information posted by Members, or of any other form of communication engaged in by Members. Information provided by Members may contain inaccuracies or typographical errors. You agree that any reliance on information posted by Members, or on any other form of communication with Members, will be at your own risk.
6.5 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
7. Links to Other Sites. RHYTHMQWEST ENTERTAINMENT contains links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by RHYTHMQWEST ENTERTAINMENT of the contents on such third-party Web sites. RHYTHMQWEST ENTERTAINMENT is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.
8. Amendments to this Agreement and Changes to Site. RHYTHMQWEST ENTERTAINMENT may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on they date they are posted on the Site (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions. If at any time you find the Terms and Conditions unacceptable, you may not use the Site any longer. Any new or different terms supplied by you are specifically rejected by RHYTHMQWEST ENTERTAINMENT unless RHYTHMQWEST ENTERTAINMENT agrees to them in a signed writing specifically including those new or different terms. RHYTHMQWEST ENTERTAINMENT may change the Site at any time.
9. Indemnity. You agree to defend, indemnify, and hold harmless RHYTHMQWEST ENTERTAINMENT (and its officers, directors, employees and agents) from and against any claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any information posted by you, or your breach of these Terms and Conditions. RHYTHMQWEST ENTERTAINMENT shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
11. Questions and Notices. Questions concerning the use of the Site should be directed to Feedback. Notices shall be sent, for RHYTHMQWEST ENTERTAINMENT, to the address listed on the Site, and, for you, to the address submitted by you or such other address as RHYTHMQWEST ENTERTAINMENT reasonably determines is an appropriate address for you.
12. General. RHYTHMQWEST ENTERTAINMENT contact information is listed on the Site. RHYTHMQWEST ENTERTAINMENT makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Site. If you access RHYTHMQWEST ENTERTAINMENT from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and Conditions are governed by the laws of Florida, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms and Conditions shall lie exclusively with the courts in Irvine, California. You and RHYTHMQWEST ENTERTAINMENT’S sole relationship is that of independent contractors. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of these Terms and Conditions, which shall remain in full force and effect. All provisions of these Terms and Conditions shall survive termination except those granting access or use to the Site, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under these Terms and Conditions. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term.Except as expressly provided by RHYTHMQWEST ENTERTAINMENT in a particular "Legal Notice," or software license or material on particular Web pages of the Site, these Terms and Conditions constitute the entire agreement between you and RHYTHMQWEST ENTERTAINMENT.