Terms of Use

TERMS OF USE

THESE TERMS OF USE GOVERN YOUR USE OF THE WEB SITE “MYPROMOPOOL.COM” (THE “SITE”), WHICH IS PROVIDED BY PROGRESSIVE MUSIC SERVICES, LLC (THE “COMPANY”). BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY THE COMPANY AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE REGULARLY.

Access to This Site
To access this Site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide will be correct, current, and complete. If the Company believes the information you provide is not correct, current, or complete, the Company has the right to refuse you access to this Site or any of its resources, and to terminate or suspend your access at any time. Downloads may be made only by individuals age 18 or older. If you are 13 or older, but under the age of 18, you should review these terms and conditions with your parent or guardian to ensure that you and your parent or guardian understands these terms of use.

Restrictions on Use
You may use this Site for purposes expressly permitted by this Site. You may not use this Site for any other purpose, including any commercial purpose, without the Company’s express prior written consent. For example, you may not (and may not authorize any other party to) (i) co‑brand this Site, or (ii) frame this Site, or (iii) link to this Site, without the express prior written permission of an authorized representative of the Company. For purposes of these Terms of Use, “co‑branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this Site. You agree to cooperate with the Company in causing any unauthorized co-branding, framing or linking immediately to cease.

Account Information and Security
You may post information on this Site by establishing a user account for such purpose (“Account”). You will be responsible for maintaining the integrity of your Account information (including your Account password), and you agree that you will not permit any other person to access your Account information. The Company will not be responsible for any breach of security or any losses arising out of the unauthorized access to, or use of, your Account.

Proprietary Information
The material and content available or accessible through this Site, and any other Web site owned, operated, licensed, or controlled by the Company (the “Content”) is the property of the Company or the party that provided the Content to the Company, and the Company or the party that provided the Content to the Company retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of the Company, except that you may print a copy of the Content solely for your personal use and except as expressly permitted by these Terms of Use. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates the Company’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by your access to this Site.

Links
This Site may be linked to other Web sites which are not maintained by, or related to the Company. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or the Company. The Company has not reviewed these sites and is not responsible for the content of the sites. Links are to be accessed at the user’s own risk, and the Company makes no representations or warranties about the content, completeness or accuracy of these links or the sites linked to this Site. Further, the inclusion of any link to a third-party site does not necessarily imply endorsement by the Company of that site.

Submissions
You hereby grant to the Company a royalty-free, perpetual, irrevocable, worldwide, non‑exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to the Company through this Site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. The Company will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future operations of the Company.

You represent and warrant that the content of your Submission is owned by you or that you have obtained the owner’s legal permission to make the content of your Submission publicly available on the Site and to allow the Company to use the content of your Submission as provided in these Terms of Use.

The Company will treat any personal information that you submit through this Site in accordance with its Privacy Policy [insert hyper-link].

Disclaimer
You understand that the Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may contain or manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. The Company does not assume any responsibility or risk for your use of the Internet.
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by the Company. Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment. Information obtained by using this Site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT THE COMPANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. THE COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information available on this Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this Site, and the Company does not undertake any obligation to update such information after it is posted or to remove such information from this Site if it is not, or is no longer, accurate or complete.

Limitation On Liability
THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

Indemnity
You will indemnify and hold the Company, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of the Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information or products accessed from this Site.

Trademarks
Trademarks, service marks, and logos appearing in this Site are the property of the Company or the party that provided the trademarks, service marks, and logos to the Company. The Company and any party that provided trademarks, service marks, and logos to the Company retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this Site.

Information You Provide
You may not post, upload, send, submit, publish, or transmit in connection with this site any material that:

you do not have the right to post, including proprietary material of any third party;
advocates illegal activity or discusses an intent to commit an illegal act;
is vulgar, obscene, pornographic, or indecent;
does not pertain directly to this Site;
threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
violates any law or may be considered to violate any law;
impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Site;
solicits funds, advertisers or sponsors;
includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this Site;
amounts to a ‘pyramid’ or similar scheme;
disobeys any policy or regulations established from time to time regarding use of this Site or any networks connected to this Site; or
contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

The Company reserves the right to monitor use of this Site to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither the Company nor any third party that provides Content to the Company will assume or have any liability for any action or inaction by the Company or such third party with respect to any Submission.

Security
Any passwords used for this Site are for individual use only. You will be responsible for the security of your password (if any). The Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that the Company considers insecure, the Company will have the right but not the obligation to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, the Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. The Company reserves the right to investigate suspected violations of these Terms of Use.

The Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

Governing Law; Venue
These Terms of Use will be governed and interpreted pursuant to the laws of Minnesota, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Minnesota in connection with any dispute between you and the Company arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Minneapolis, Minnesota. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this Site will govern the items to which they pertain. The Company may revise these Terms of Use at any time by updating this posting.

DMCA Copyright Notice
The Company is committed to complying with applicable copyright laws, including the Digital Millennium Copyright Act (“DMCA”). If you believe any of the Content of this Web site or any Submissions made by Users of this Site (including music or other recordings) infringes on your rights under applicable copyright law, you may follow the process outlined below to have the Content or Submission removed from the Site.
Before contacting the Company regarding a potential copyright violation, you may wish to contact an attorney regarding your legal rights.
If you believe your copyrighted material is being used on this Site without your permission, please notify the designated DMCA agent at:
Physical Mail:
8000 Norman Center Drive
Suite 1000
Minneapolis, MN 55437
Attn: Progressive Music Services, LLC / Ryan R. Palmer

Your notice of alleged copyright infringement should include the following elements:

1. A description of how your copyrighted work or other intellectual property has been infringed;
2. A description of where the infringing material is located on the Site
3. Your contact information;
4. A statement that the use of the infringing material is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
5. A statement, under penalty of perjury, that the information in the notification is correct and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
6. Your electronic or physical signature.
Please be advised that under the DMCA anyone who knowingly makes misrepresentations regarding alleged copyright infringement may be liable to the Company, the alleged infringer and/or the affected copyright owner for any damages incurred in connection with the removal, blocking and/or replacement of allegedly infringing material.

Additional Terms for Users Uploading Music and Other Recordings
In addition to agreeing to all of the other Terms of Use applicable to this Site, by uploading music or other recordings to this Site, you further agree as follows:

Submissions
Any music or other recordings that you upload will be considered “Content” for the purpose of these Terms of Use. You agree that you will be responsible for the Content that you elect to upload to this Site, and that the Company has no responsibility for review or approval of Content that you upload and make available for download through this Site; however, the Company retains the right to remove any Content, at any time, in the Company’s sole discretion. The Company requires that all Content provided by you adhere to the standards set by the Company, from time to time. You agree that the musical Content that you submit to this Site will be high-quality audio and will include complete information for review by other users of the Site.

Grant of License by Label
By posting or submitting any Content to this Site, you are representing that: (i) you are the owner of the Content, or are making the posting with the express consent of the owner of the Content and that such owner agrees to grant the Company the license provided for herein, and (ii) you are 13 years of age or older. By posting or submitting content to this Site, you grant the Company, and anyone authorized by the Company, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such Content, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. This grant includes the right of the Company to exploit any proprietary rights in any such posting or submission, including, but not limited to, rights otherwise protected under copyright, trademark, service mark or patent laws under any relevant jurisdiction. In addition, you grant the Company, and anyone authorized by the Company, the right to identify you as the author of any of your Content by name, e-mail address or screen name, as the Company deems appropriate.

Grant of Rights
You hereby consent to the download, usage and play of the Content you provide on this Site by the user that subscribe to this Site and access your Content and other material. No party, including the Company, will have the obligation to pay you royalties or other amounts for the license, use or exploitation of your Content, and you agree not to make claims against the Company or its agents for any such payments.

Additional Terms for Users Downloading Music or Other Recordings
In addition to agreeing to all of the other Terms of Use of this site, by downloading or otherwise accessing music or other recordings from the Site you further agree as follows:

Subscription Fees for Products
You agree that you will be required to pay for all products you license and download from this Site.

Payment of Subscription Fees
You agree that at the time you establish your account, you will be required to provide the Company with credit card information that may be used by the Company in collecting the monthly subscription fees. All such fees and any taxes or other amounts due in connection with the Account will be charged to your designated credit card by the Company, and you hereby grant permission to the Company to bill such amounts to your designated credit card. If you wish to change the credit card account to which the subscription fees will be charged by the Company, you must contact the Company with this updated information. Some interruption in service may result if changes are made to your credit card account information. You are financially responsible for any purchases made to your credit card through this site.

Changes in Subscription Fees
The Company retains the right to change the account subscription fees at any time upon notice to account holders.
If you download or otherwise access musical Content from the Site, you agree that your rights to use such Content are limited as follows:
1. You may not resell, sublicense or otherwise profit from your use of the musical Content.
2. The Content owners who make the musical Content available through the Site retain ownership of the copyrights in the Content. You have a right to download the musical Content for your personal, non-commercial use, but you agree that you will not copy, reconfigure, modify or create derivative works from the musical Content without first receiving the permission of the Content owner.

MMB: 4822-7931-6744, v. 1