PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SERVICE, APP AND/OR WEBSITE – collectively “SITE.” All users of this site agree that access to and use of this service, app, or site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Moozicore, Inc. The collective work includes works that are licensed to Moozicore, Inc. Copyright 2021, ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Moozicore, Inc. or purchasing Moozicore, Inc. music services. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Moozicore, Inc. or to purchase Moozicore, Inc. products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Moozicore, Inc. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
Trademarks and Patents
All trademarks, service marks and trade names of Moozicore, Inc. used in the site are trademarks or registered trademarks of Moozicore, Inc. All other trademarks, service marks and trade names, registered or unregistered, are the properties of their respective owners. Your use of the Moozicore, Inc. site and related sites does not imply permission to use these trademarks, service marks, and trade names, registered or unregistered, absent express permission to do so.
All products described by the Moozicore, Inc. site and related sites may be subject to patent rights reserved by Moozicore, Inc. Your use of the Moozicore, Inc. site and related sites does not create any express or implied licenses of any already-granted or pending patent rights of Moozicore, Inc.
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MOOZICORE, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Moozicore, Inc. does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Moozicore, Inc. does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
Limitation of Liability
MOOZICORE, INC. SHALL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE OR THE PERFORMANCE OF THE PRODUCTS, EVEN IF MOOZICORE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Moozicore, Inc. has taken steps to ensure that all information on this website is correct and accurate. In the event that a Moozicore, Inc. service or product is mistakenly listed at an incorrect price or other product information is incorrect, Moozicore, Inc. reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Moozicore, Inc. reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Moozicore, Inc. shall issue a credit to your credit card account in the amount of the incorrect price.
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or subscription process. These terms and conditions, or any part of them, may be terminated by Moozicore, Inc. without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.
Communication with You
Moozicore, Inc. may deliver notices or other communications to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Moozicore, Inc. Additionally, if you provide your telephone number and signup for mobile alerts, Moozicore, Inc. may provide such notices and other communications to you by means of your mobile device. Your carrier's normal messaging and data rates and fees apply. The Site contains services and features that are available to or through certain mobile devices. We do not guarantee that any or all Services will work with or be accessible through all carriers or devices.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, comment posting, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Moozicore, Inc. or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which infringes rights, is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
You may only access, view, and use the site personally and for a non-commercial purpose in compliance with these Terms and Conditions. You may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the website’s content or any digital rights management mechanism, device, or other content protection or access control measure associated with the website or its content including geo-filtering mechanisms. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the content of the Moozicore, Inc. website unless expressly permitted by Moozicore, Inc. in writing. The content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the content of the Moozicore, Inc. website, including montages, mash-ups and similar videos, wallpaper, desktop themes, and merchandise, unless it is expressly permitted by Moozicore, Inc. in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.
By establishing an account on our Site, you represent that you are of legal age and enjoy full legal capacity in your country of origin. Minors may not create stand-alone accounts.
You further agree that you are entirely liable and responsible for all activities conducted through your account, and are responsible for ensuring that you are aware of, understands, and complies with these Terms and Conditions and any and all other Moozicore, Inc. rules, policies, notices and/or agreements.
You may terminate your account by logging in on the Moozicore, Inc. website and clicking on the appropriate section. Within the account management page, a link will be provided to terminate the account. Please identify your account and provide a valid reply email address in the event we require additional information to terminate your account.
Moozicore, Inc. does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Moozicore, Inc. is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Moozicore, Inc. reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Moozicore, Inc. in its sole discretion.
We reserve the right to immediately terminate or place restrictions on your account or your use of the Site without prior notice or liability, if Moozicore, Inc. determines in its sole discretion that you have breached these Terms and Conditions, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. Moozicore, Inc. will notify you promptly if it has terminated or placed restrictions on your account, including a statement as to why action was taken on your account and what steps, if any, you can take to restore access to your account.
You agree that you will not (a) obtain or attempt to obtain any information from the Site; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the site, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble the site.
By posting or submitting content to the Site, you grant Moozicore, Inc. a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, fully paid-up, transferable license, with the right to sublicense (through multiple tiers), to use, copy, publicly perform, digitally perform, publicly display and distribute (through multiple tiers) such contributed content, and to sell, modify, create derivative works from and/or to incorporate such contributed content into other works in any form, medium or technology, whether now known or hereafter developed, in each case, for any purpose whatsoever, commercial or otherwise, without compensation to you. You agree to waive any moral rights that you may have to your contributed content.
In an attempt to provide increased value to our visitors, Moozicore, Inc. may link to sites operated by third parties. However, even if the third party is affiliated with Moozicore, Inc., Moozicore, Inc. has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Moozicore, Inc. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Moozicore, Inc. seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
In some instances, links on the Moozicore, Inc. site allow you to share your activities on the Moozicore, Inc. site with third party social networking websites. Your access and use of third party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. NOTE: compliance with Moozicore, Inc. Website Terms and Conditions does not necessarily mean that the intended use will comply with the terms of service and other agreements on each respective social networking website. PLEASE READ AND REVIEW EACH SOCIAL NETWORKING WEBSITE’S TERMS OF SERVICE AND OTHER AGREEMENTS BEFORE SHARING YOUR ACTIVITIES ON THE MOOZICORE, INC. WEBSITE WITH ANY SOCIAL NETWORKING WEBSITE. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR YOUR USE OF THE OUTSIDE SOCIAL NETWORKING WEBSITES AND THAT MOOZICORE, INC. WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR YOUR VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM YOUR USE OF OUTSIDE SOCIAL NETWORKING WEBSITES.
You agree to indemnify, defend, and hold harmless Moozicore, Inc., its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
Your use of this site shall be governed in all respects by the laws of the state of Delaware, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (unless modified by terms and conditions of sale associated with any purchase of Moozicore, Inc. products) shall be in the state or federal courts located in Delaware. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Moozicore, Inc. products) must be commenced within one (1) year after the claim or cause of action arises. Any Moozicore, Inc. failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Moozicore, Inc. may assign its rights and duties under this Agreement to any party at any time without notice to you.
By agreeing to these Moozicore Terms (“Service Terms”),
Moozicore Inc. (“Moozicore”) agrees to provide the
music and multimedia services (the “Service”) in
connection with Moozicore mobile applications, the Moozicore website
(“Site”) and other properties (including third party
properties provided Moozicore notifies and gives Client the
opportunity to opt-out) (“Site”) that you, as
“Client”, selected, subject to your compliance with
these Service Terms. A Separate Service Form (“Form”)
sets forth the Services being purchased, applicable fees, the date
the Service starts (“Service Start Date”), special
promotions, the duration of the service commitment
(“Commitment Period”), amongst other relevant
information. Each transaction is governed by and incorporated into
these Service Terms. Moozicore may at any time replace the features
associated with any offering with features of substantially similar
value. The Form may be presented to you as a paper document or
electronically through your account portal.
By agreeing to these Service Terms, you represent and warrant that you
have full legal power and authority to enter into these Service Terms,
perform the obligations hereunder, and authorize the fee payments set
forth in the Form(s). The services are provided to you, the client,
at your premises over the Internet.
The “Moozicore Service” transmits music information
for your business which may incorporate an audio component, a video
component, and any offerings to be displayed on one or more media
devices, including websites, mobile applications, and other viewing
means (including third party properties provided Moozicore notifies
and gives you the opportunity to opt-out) (collectively,
the “Site”), as further described in the Form. With
Moozicore Services, Moozicore delivers a music service and a variable
and unguaranteed number of views to promote the Client’s business, as
determined at Moozicore’ sole discretion based on available inventory
and other factors, and Client pays Moozicore for the duration of time
listings are available.
You understand that Moozicore will determine, in its sole
discretion, how to display any advertisements, which may impact the
number of ad impressions.
“Information Upgrades” mean the enhanced services on
the Moozicore Site, including but not limited to Enhanced Profile,
Videos, welcome messages, and other additional promotional materials
described in the Form.
Fees and Payment
You agree to pay the fees for Services as specified on your Account.
You will pre-pay for each month of service and your credit card will
be charged at the start of each month, or every thirty days, at our
discretion. You may be charged a pro-rated amount for your first
month. You are also responsible for any additional taxes and
government charges, if any. Unpaid amounts or errors may be billed by
Moozicore on subsequent dates. If your payment method fails or your
account is past due, Moozicore may collect past due amounts using
other collection mechanisms, and you agree to pay all expenses
associated with such collection, including reasonable attorneys' fees.
A surcharge of 3% may be added to all payments received to cover
Failure to pre-pay for the service will result in its termination at
TO BEGIN SERVICES, THE CLIENT MUST PROVIDE MOOZICORE WITH A CREDIT
CARD, OR A DEBIT CARD. THE CLIENT AUTHORIZES MOOZICORE TO USE SUCH
PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING
BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR
SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO
PURCHASE SERVICES. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED
UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR
OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
MOOZICORE WILL UPDATE CLIENT’S PAYMENT CARD INFORMATION IF MOOZICORE
IS NOTIFIED BY CLIENT’S DEBIT OR CREDIT CARD PROVIDER THAT THE PAYMENT
CARD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
Representation and Warranties
Each party represents and warrants to the other that it is duly
organized, validly existing, and in good standing under the laws of
the jurisdiction in which it was organized; all contact and entity
information is complete, correct and current, and the execution and
delivery of the Service Terms, and the performance of the transactions
contemplated hereby, are within its corporate powers, and have been
duly authorized by all necessary corporate action.
Client represents and warrants to Moozicore that any information or
materials that Client provides in connection with Service including
any materials (“Advertising Materials”) will (a) be
true and complete, (b) not contain any material that violates
Moozicore’s content guidelines or that is otherwise unlawful,
defamatory or obscene, or that infringes or violates any third‐party
rights (including any intellectual property rights or privacy or
publicity rights) or that may encourage a criminal offense or
otherwise give rise to civil liability and (c) comply with all
applicable laws and regulations in its performance of the Service
Terms (including all applicable privacy / data protection laws and
regulations and laws related to Promotions).
“Promotions” are any contest, sweepstakes, coupon or
other promotion appearing on or promoted through the Site by Client.
Moozicore reserves the right to reject or remove any Advertising
Materials at its sole discretion, and to alter any Advertising
Materials to conform to technical specifications.
Client further represents and warrants to Moozicore that Client will
not, and will not authorize or induce any other party, to: generate
automated, fraudulent or otherwise invalid ad impressions, inquiries,
conversions, ad clicks or other actions; (y) use any automated means
or form of scraping or data extraction to access, query or otherwise
collect Moozicore content and reviews from the Site, except as
expressly permitted by Moozicore or (z) use any Moozicore trademarks
in any manner without Moozicore’ prior written consent. All rights
not expressly granted to Client hereunder are reserved by Moozicore.
Information About and Use of the Site
The Site allows consumers to view music choices made by you. It is
your responsibility to select appropriate music and to either disable
or enable ability to change music being played on the premises. Once a
subscription is purchased, all music made available to you is licensed
for performance and your type of venue. With a paid subscription, you
are not responsible for the payment of any copyright royalties to
organizations such as ASCAP, BMI, SESAC, GMR or for any sound
recordings delivered using our service, as these are included in
the subscription. However, with respect to the premises, the license
does not cover any instructed fitness classes or other activities
where music is integral to the activity (e.g. a skating rink, dance
club, instructed group fitness, etc.) or music sources other than our
service (CDs, DJs, live music or terrestrial radio, etc.), in such
case you may still be responsible for payment of any and all copyright
royalties relating to performance rights and/or for any sound
Term and Termination
The Service Terms begin once you sign up via the web-based Form by
electronic or personal means, and, unless terminated earlier as
provided herein, end on the last date that Moozicore provides you the
Services ordered under these Service Terms.
You may terminate the Services at any time by providing written notice
via email or the interface in your Moozicore for Business Owners
account, or via email to your account representative if the Services
you purchased include Account Management, and such termination will
become effective (i) immediately in the case of pay-as-you-go or, (ii)
in the case of Term-based Services, at the end of the next payment
period, or any renewal period, by providing written notice to your
Moozicore account representative on or before the 15th day of the
month in order for the Term-based Ad Services to terminate at the end
of that month. If you provide written notice of termination after the
15th day of the month, then Term-based Ad Services will terminate at
the end of the following month. Services will continue until
Failure to timely pay an invoice will result in suspension of the
services until your account is made current.
Moozicore may withdraw terms on a Form at any time for any or no
reason without liability, effective immediately, by providing written
notice to Client. In the event of such termination, Client will
immediately pay all unpaid fees incurred through the date of
termination, and Moozicore will reimburse any fees that were prepaid
any advertising Programs to be rendered after the date of such
termination. If Client’s Form specifies that it does not automatically
renew after the Commitment Period, the Form will automatically
terminate at the end of the Commitment Period. Otherwise, the Form
will renew on a month-to-month basis after the end of the
If a subsequent Form is executed between the parties, then the older
Form shall terminate on the most recent Form’s Service Start Date in
order to prevent having multiple Forms effective at the same time,
unless the parties agree otherwise.
MOOZICORE’ DISCLAIMER OF WARRANTIES
CLIENT ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO CLIENT
ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. MOOZICORE
MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE PROGRAMS AND
EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT
PERMITTED BY LAW, MOOZICORE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND
GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE
PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, AND ANY
USER-GENERATED CONTENT THAT APPEARS IN YOUR PROGRAMS, (II) THE
ACCURACY OF THE INFORMATION AND METRICS THAT MOOZICORE MAY PROVIDE
IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, VIEWS,
VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT
VISITORS AND USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL
VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. MOOZICORE SHALL
NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE
LIMITATIONS OF LIABILITY
(a) THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER
PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, CALLS OR AD CLICKS
(“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE
PERCEIVED EFFECTIVENESS OF ADVERTISING PROGRAMS. CLIENT ACCEPTS THE
RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO MOOZICORE. AS SUCH,
THE PARTIES AGREE THAT MOOZICORE HAS NO LIABILITY FOR CLAIMS ARISING
FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO
THE EXTENT PROHIBITED BY LAW, IN WHICH CASE MOOZICORE’ MAXIMUM
LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF
REPLACEMENT SERVICES ON MOOZICORE EQUAL TO THE NUMBER OF THIRD-PARTY
ACTIVITY. TO THE EXTENT THAT MOOZICORE ITSELF INADVERTENTLY GENERATES
AD IMPRESSIONS, USER VIEWS, OR AD CLICKS, MOOZICORE’ MAXIMUM LIABILITY
AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT
ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD
IMPRESSIONS, USER VIEWS, OR AD CLICKS, EXCEPT WHERE AND TO THE EXTENT
PROHIBITED BY LAW. MOOZICORE’ MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE
REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF LISTINGS IN ANY GIVEN
MONTH IS, AT MOOZICORE’ SOLE DISCRETION, FOR MOOZICORETO EITHER (I)
DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS OR (II)
PROVIDE A REFUND OF THE OVERCHARGED AMOUNT, EXCEPT WHERE AND TO THE
EXTENT PROHIBITED BY LAW.
(b) FOR ALL OTHER CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION
WITH A FORM, OR THE SERVICE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN
SECTION VII (a) ABOVE, MOOZICORE’S (INCLUDING ITS AFFILIATES,
DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND
CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO
MOOZICORE HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT
WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(c) NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND
EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE,
OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN
CONNECTION WITH A FORM, THE PROGRAMS, THE SITE, OR THESE SERVICE
TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH
IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES
OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Client will indemnify, defend, and hold Moozicore and its officers,
directors, agents, affiliates, and employees harmless from and against
any and all third party claims, actions, losses, damages, liabilities,
costs, and expenses (including but not limited to attorneys’ fees and
court costs) (collectively a “Third Party Claim”)
arising out of or in connection with (i) the Advertising Materials,
Client Instructions, or Client’s use of Programs, (ii) any breach of
representations or warranties provided under these Service Terms by
Client in Section III, (iii) any Promotion, including any claims for
any violation by the Promotion of any applicable law, rule or
regulation, or (iv) Client’s products or services or the provision
thereof to end users. Moozicore will notify Client promptly of any
Third Party Claim for which it seeks indemnification and will permit
Client to control the defense of such Third Party Claim with counsel
chosen by Client; provided, that Client will not enter into any
settlement that contains any admission of or stipulation to any guilt,
fault, liability or wrongdoing on the part of Moozicore without
Moozicore’ prior written consent.
Choice of Law and Arbitration
(a) Any claim, controversy, cause of action or dispute that might
arise between Client and Moozicore ("Claim") will be
exclusively governed by laws of the United States of America and the
State of Illinois consistent with the Federal Arbitration Act without
regard to conflict of law provisions or giving effect to any
principles that may provide for the application of the laws of another
jurisdiction. Client agrees that any subpoena, third-party discovery
request, or other third-party process directed to Moozicore must issue
from, or be domesticated by, the state or federal courts located
within Cook County, Illinois.
(b) All Claims must be exclusively and finally resolved and settled by
final and binding arbitration administered by and in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association (“AAA”) before a single arbitrator who is
a member of the AAA. Arbitrations will be held in Chicago, Illinois,
but the parties may choose for themselves whether to appear in person,
by phone, or through the submission of documents. The arbitrator will
issue a ruling in writing, and will detail all findings of fact and
law upon which the ruling was made. The arbitrator will not have the
power to commit errors of law or legal reasoning, and the ruling may
be vacated or corrected on appeal to a court of competent jurisdiction
for such errors. The arbitrator’s ruling will otherwise be final and
binding on all parties, and may be entered in any court of competent
jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT
SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE
PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF,
THE STATE AND FEDERAL COURTS LOCATED WITHIN COOK COUNTY, ILLINOIS,
WHICH IS THE PLACE OF PERFORMANCE OF THIS AGREEMENT.
(c) CLIENT AND MOOZICORE AGREE THAT EACH MAY BRING OR PARTICIPATE IN
CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL
CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND MOOZICORE
AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS
OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT
OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS
PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS
SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A
COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN
(a) The Service Terms embodies the entire and exclusive agreement
between the parties respecting the subject matter herein, and
supersedes any and all prior related oral, emailed or written
representations and agreements between the parties. No statements or
promises by either party have been relied upon in entering into the
Service Terms, except as expressly set forth herein. Each party shall
not disclose the terms or conditions of the Service Terms to any third
party, except to its professional advisors under a strict duty of
confidentiality or as necessary to comply with a government law,
rule or regulation.
(b) Anyone agreeing to the Service Terms on behalf of Client
represents and warrants that it has full legal power and authority
to enter into the Service Terms, perform its obligations hereunder,
and authorize the fee payments set forth in the Form(s).
(c) Notices under the Service Terms must be in writing and sent via
the following methods. Moozicore may provide effective notice to
Client by facsimile, registered or certified mail, commercial courier
or by sending an email to the email address specified in the Client
Information section, and the notice will be deemed received when
received by Client, but any event no later than two (2) days after
dispatch by Moozicore. Any notices sent by Client to Moozicore must
be sent via registered or certified mail, or commercial courier to its
General Counsel at Cherskov Flaynik & Gurda, LLC 123 W Madison St #400,
Chicago, IL 60602, though notices of termination for convenience may
also be sent via email as specified above in Section V, and will be
deemed received when such notice is received by Moozicore.
(d) Any conflict among the Service Terms, T&C, and Forms will be
resolved first in favor of the Forms (most recent first, if
applicable), then the Service Terms, and then the T&C. The Service
Terms may not be amended or modified except as agreed upon in writing
by the parties. No provision in the Service Terms may be waived,
except pursuant to a writing executed by the party against whom the
waiver is sought to be enforced. Client may not assign any rights or
obligations under the Service Terms without Moozicore’ prior consent,
and any purported assignment by Client shall be void. If any provision
of the Service Terms is held to be invalid or unenforceable, the
parties will either substitute for the affected provision a valid or
enforceable provision that approximates the intent and economic effect
of the affected provision or strike such provision without further
prejudice to the Service Terms such that all remaining provisions of
the Service Terms shall remain in full force and effect. Sections VI,
VII, VIII, IX, and X of the Service Terms will survive any termination
of the Service Terms.
Last updated: 28 March 2021
Client will select from available music to be performed at a
specific location and the number of hours of music.
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