Placed in effect as of Sept 18, 2018 (the “Effective Date”)
Thank you for using Rhythmic Rebellion (henceforth sometimes referred to as “us”, “our”, “we”, or “Rhythmic Rebellion”), a subsidiary of Patron Empowerment LLC, meant to give songwriters and intellectual property rights holders the compensation they deserve in a climate which is incipiently less fair and less favorable to them. By creating a User Account on Rhythmic Rebellion, or otherwise making use of any Services we provide online, on our websites, through our software applications, (collectively, the “Service”) or any downloadable material or content that Rhythmic Rebellion makes available through our Service (the “Proprietary Content”), you agree that you have read and under these terms and conditions, and agree to enter into this binding agreement with Rhythmic Rebellion, as specified herein.
We ask that you read the Agreement carefully, as the Agreement includes limits of liability, privacy information, a class action waiver, resolution of any and all disputes by arbitration instead of in court, and export control.
In order to use Rhythmic Rebellion or any and all of its Services or access our Proprietary Content, you must be: (A) 18 years of age or older, or be 13 years of age or older and have the written consent of your parent or guardian to the Entire Agreement (except in those countries indicated in the following chart which allow for a lower age of majority); (B) have the power and ability to enter into a binding contract with us and not be kept from doing so under any and all applicable laws; and/or( C ) be a resident of a country where Rhythmic Rebellion and its collective Services are available.
Chile, Ecuador, Paraguay, Perú
Must either be 18 years of age or older, or be 15 years of age or older and have the consent of your parent or guardian
Must either be 18 years of age or older, or be 16 years of age or older and have the consent of your parent or guardian
Must either be 20 years of age or older, or be 13 years of age or older and have the consent of your parent or guardian
Bulgaria, Germany, Hungary
Must be either 18 years of age or older, or 14 years of age or older and have the consent of your parent or guardian
Must be either 13 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be either 18 years of age or older, or 13 years of age or older as long as long as a parent or guardian consents to the use of the Service and enters into the Entire Agreement
Must be 13 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be 13 years or age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be 14 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
CHANGES TO THE AGREEMENT
From time to time Rhythmic Rebellion may, in our sole discretion, make alterations to the Agreement. When we make effective changes to the Agreement, we will provide you with visible notice as dictated by the circumstances, e.g., either by sending you an email, displaying a notice on your User Account page or revising the Effective Date. In some cases, Rhythmic Rebellion will send you notice in advance of the change, and the continuance of use of the Services and/or the Proprietary Content following the change signifies your acceptance of the change in the Agreement. Thus, please make sure you read any notice of change carefully, so as to understand the changes to the Agreement. If any change to the Agreement causes you to no longer want to use Rhythmic Rebellion or consume any of our Proprietary Content, you may terminate your agreement with us by contacting us through the Customer Service contact form and/or deleting your User Account and any User Content, as hereinafter defined. If you choose to terminate your User Account on Rhythmic Rebellion and have uploaded musical[ga2] compositions, sound recordings or other User Content that is subject to copyright law, you hereby agree to grant to Rhythmic Rebellion and any of its Users a non-exclusive license to continue using the User Content using the same means and methods in which they were authorized to use it prior to the discontinuance of your User Account.
USE OF RHYTHMIC REBELLION
The goal of Rhythmic Rebellion is to create a virtual online music industry. Each member is a “User(s).” The following section explains the rights granted to Users by Rhythmic Rebellion and rights granted to Rhythmic Rebellion as they pertain to User Content, defined below.
Rhythmic Rebellion’s Service and Proprietary Content are entirely the property of Rhythmic Rebellion or any licensees or agents. We hereby grant you a limited, revocable, non-exclusive license to make use of Rhythmic Rebellion’s Services and Proprietary Content for personal, non-commercial entertainment purposes only (“the License”), provided that you fully understand and agree that in some types of User Accounts, you may be entitled to price User Content and sell to it other Rhythmic Rebellion Users in order to receive revenues. This License will remain in effect unless and until it is terminated by either you or Rhythmic Rebellion. This Agreement indicates your promise to otherwise use our Service and Proprietary Content solely for personal, non-commercial, entertainment uses only, except as otherwise indicated herein, as well as to not redistribute or transfer Rhythmic Rebellion’s Service or Proprietary Content.
As a User of Rhythmic Rebellion, you understand and agree that you may not use your User Account to send unsolicited “spam” emails, whether commercial, political, or otherwise, to other Rhythmic Rebellion Users, and that we have the right to terminate your User Account or disable your ability to send emails or other messages from your User Account.
As a User, you understand that you have the right to purchase sound recordings from Users who are classified as Artists for a charge, and that the amount charged is established by each Artist without any input or control from Rhythmic Rebellion, and therefore can be changed at any time and without prior notice to you or us. If as a you disagree with the price you pay for these sound recordings, your sole and exclusive remedy for that discontent is to delete Rhythmic Rebellion and any software by which you access Rhythmic Rebellion. Rhythmic Rebellion will make reasonable efforts to maintain policies that establish fairness in the pricing of recordings, but will not set uniform prices for the purchase of recordings.
All Rhythmic Rebellion copyrights, trademarks, trade names, logos, service marks, domain names, software, applications and/or any other features of Rhythmic Rebellion’s brand, Services and Proprietary Content (the “IP Content”) are the sole property of Rhythmic Rebellion or our licensors, and is further protected by trade secret, copyright, and other intellectual property laws. The Agreement does not grant you any rights whatsoever to use the IP Content in any way other than specified in this Agreement, regardless of whether that use is commercial or non-commercial, and you therefore agree to that you will not use the IP Content or any subsidiary part thereof in any form not expressly permitted by the Agreement. Except for the rights specifically and expressly given you in the Agreement, we grant no right, title, or interest to you in Rhythmic Rebellion’s IP Content. All third-party software included in Rhythmic Rebellion’s IP Content, if any, are licensed to you under the Agreement or under any relevant third party’s license terms.
COSTS FOR OUR SERVICES
It is the intent of Rhythmic Rebellion to offer its Services and Content free of charge to Users through revenues received by online advertisements. However, there may be various locations where the revenue generated by advertisements is insufficient to cover the costs of providing the Services and Content and, in that instance, Rhythmic Rebellion may, in its sole discretion, not offer streaming or free services, or be required to charge a fee for the Services and Content; we may also, in the future, offer additional services in the future that will be available only on a paid subscription basis (either, the “Paid Service”). If so, you will receive notice, and this Paid Service will not affect the Services and Content offers to Users on the basis of its free subscription model, and such free User Accounts will not be affected, except that in you may not be able to access the premium Services and Content. In addition, certain countries, including Turkey for example, may limit the amount of music that may be streamed for free during a month. If you live in an area that is restricted by law, you will be notified by Rhythmic Rebellion and the appropriate safeguards will be built into your User Account.
USER- GENERATED CONTENT
Any and all text, information, pictures, comments, audio, pictures, graphics, and any other content or data that you upload, transmit, exchange, submit, or make available to or through Rhythmic Rebellion’s platform, excluding licensed Songs and Recordings (henceforth referred to as “User Content”) is generated, controlled, and owned solely and completely by you, and not by Rhythmic Rebellion. There may be others supplemental terms and conditions that apply to User Content generated through professional accounts specific to songwriters or artists, so please refer to those supplemental agreements for more information.
Otherwise, Rhythmic Rebellion claims no ownership rights to User Content, and you acknowledge and agree that the User Content that you produce remains solely and completely under your responsibility. Rhythmic Rebellion does not endorse any opinion expressed in any User Content, nor does the decision to remove or not remove any specific User Content signify tacit approval or disapproval of any opinion held in the User Content.
You may not store, upload, send, transmit, distribute, perform, store, make available, continue to make available, or make available to the public by any other means User Content for which you do not hold the necessary rights and/or permissions to use. Specifically, the unauthorized use of material protected by copyright within User Content (including through distribution, adaptation, public display, public performance, preparation of derivative works, reproduction, modification, making available or otherwise communicating to the public through Rhythmic Rebellion), regardless of whether it is or may become unauthorized at a later date, may possibly constitute an infringement of the third-party rights and is strictly and expressly prohibited. You further promise that, pertaining to any and all User Content on Rhythmic Rebellion, your content does not violate the publicity, personality, intellectual property, privacy, or other rights of anyone else or imply affiliation with or endorsement of you or your User Content by Rhythmic Rebellion or any artist, songwriter, label, publisher, manager, or fan that uses the Rhythmic Rebellion platform, or any individual or group/entity outside of Rhythmic Rebellion without the express written consent from aforementioned individual or group/entity.
It is possible that, on occasion, we may invite you or provide you with the means to give feedback pertaining to Rhythmic Rebellion, and in such circumstances, the feedback you give (if you choose to do so) will be deemed non-confidential, and Rhythmic Rebellion maintains the right, but not the obligation, to use any such feedback in an unrestricted manner.
Rhythmic Rebellion might, but has no responsibility to, monitor, review, or alter User Content to assure compliance with these requirements. In any and all instances of misuse, we maintain the right to remove or discontinue/disable access to any User Content for any reason or no reason at all, including but not limited to, User Content that, in solely Rhythmic Rebellion’s judgment, violates the Agreement. Rhythmic Rebellion may take such actions without any or prior notification to you the User or a third party. The removal or disabling of access to any User Content will be done by solely Rhythmic Rebellion’s discretion, and we do not promise to remove, disable access to, or otherwise rid our platform of any specific pieces of User Content.
Importantly, you agree that if anyone submits a claim or files litigation against Rhythmic Rebellion regarding User Content that you have posted, then, to the greatest extent possible under local law, you will hold Rhythmic Rebellion harmless from and against any and all damages, losses, and expenses of any type (including, without limitation, reasonable attorneys; fees and costs) arising out of any such claim or litigation.
We at Rhythmic Rebellion have set some standards and rules for our Users to follow whenever they use our Services or Proprietary Content, to ensure that our Services and Proprietary Content remain enjoyable for all. When using our Services and Proprietary Content, follow these rules and, when possible, and encourage other Users to do likewise:
The following acts are not permissible for any reason at any time:
- Using our Services to import or copy any of your local files to which you do not have the legal rights to copy or import in such a way;
- Copying, reproducing, recording, redistributing, transferring, performing, “ripping”, otherwise displaying to the public, broadcasting, or making available to the public any part of Rhythmic Rebellion’s Services or Proprietary Content that is not expressly and specifically allowed under the Agreement or applicable law or which in some other manner infringes on the intellectual property rights (such as copyright) in Rhythmic Rebellion’s Services or Proprietary Content or any part thereof;
- Transferring copies of any cached data related to our Services or Proprietary Content from one device to another device regardless of the means of doing so;
- Working around and cheating any territorial restrictions set in place by Rhythmic Rebellion or any of our licensors;
- Increasing play count or profile views in an artificial manner, or otherwise manipulating our Services through the use of a script of another automated process, including, without limitation, crawlers and spiders;
- Decompiling, modifying, reverse-engineering, or creating derivative works stemming from Rhythmic Rebellion’s Services, our Proprietary Content or any part of our Services or Proprietary Content unless allowed by applicable law;
- Working around and cheating technology used by Rhythmic Rebellion, our licensors, licensees, or a third party used to protect our Proprietary Content or any of our Services;
- Selling, leasing, renting, or sublicensing our Services or Proprietary Content or any part thereof;
- Taking down or changing any copyright, trademark, or other possible intellectual property notices held in or provided via our Services (including acts with the goal of disguising or altering any indications of the source, author, or ownership of any of the User Content, IP Content or other Proprietary Content);
- Giving your password to another Rhythmic Rebellion User or non-Rhythmic Rebellion user, or using any other User’s username (or Login ID) and password;
- Using any and all automated means to reap information from Rhythmic Rebellion (including bots, scrapers, and spiders); or
- Selling any User account to a third party, or otherwise receiving compensation, financial or non-financial, with the purpose of influencing the name of a User Account or the content included on said User Account, unless otherwise permitted under this Agreement.
We ask that you respect Rhythmic Rebellion and all other Rhythmic Rebellion Users. Do not partake in any activity, post or upload any User Content, or apply for and/or use a username, which itself is or includes material that:
- Is offensive, abusive, defamatory, threatening, pornographic, or obscene;
- Is illegal, or is intended to commit or promote the doing of an illegal act of any kind, including though not limited to violations of intellectual property rights, privacy rights, publicity rights, or proprietary rights of Rhythmic Rebellion or any third party;
- Includes either your or another User’s password intentionally or intentionally includes any personal data of third parties or is done to gain knowledge of such personal data;
- Includes malicious technological content like malware, viruses, Trojan horses, or otherwise interferes with or infects any other Users devices or interferes with any User’s access to our Services and Proprietary Content;
- Is done with the purpose of harassing or bullying other Users, or does in fact and deed bully other Users;
- Misrepresents your relationship or affiliation with another User, impersonates that User, person, or group/entity, or is in any way fraudulent, deceiving, false, or misleading, whether for commercial or noncommercial purposes;
- Involves commercial activity such as advertisements, promotions, contests, sweepstakes, or other schemes (whether legal or illegal under applicable law) that are not expressly consented to by Rhythmic Rebellion;
- Interferes in any way with, or disrupts access to our Services and Proprietary Content, trifles with, breaches, or tries to probe, scan, or find any vulnerabilities in our Services or our computer systems, networks, rules of use, of security component, protection measures or other authentication measures applicable to our Services or Proprietary Content, or any subsidiary part thereof; or
- Conflicts with the Agreement, as viewed under the sole discretion of Rhythmic Rebellion.
You have been made aware of the fact that, and acknowledge and agree that posting User Content which meets the above criteria can likely result in the immediate termination or suspension of your User Account on Rhythmic Rebellion. You also acknowledge and agree that Rhythmic Rebellion maintains the right to reclaim your username at any time for any reason, as judged by the sole discretion of Rhythmic Rebellion.
Rhythmic Rebellion maintains no responsibility for your choice to post content on our platform, nor are we responsible for what your posts may contain. Please use Rhythmic Rebellion carefully and responsibly, in full knowledge of the fact that the material that you post is viewed on a platform open to the public, and that Rhythmic Rebellion maintains the right to share content, post User Content, and make certain information about you available to the Public.
Your password protects your User Account as a User, and you retain full responsibility for maintaining the confidentiality of your password. Rhythmic Rebellion has no access to your password and is not responsible for loss of your password, although we will provide you with an appropriate means of resetting your password. You are completely responsible for the use of your username and password, so do not give this information to third parties or store it in a public location. If you believe that there has been unauthorized access to your User Account by a third party, we ask that you notify Rhythmic Rebellion immediately and change your password as quickly as possible. If you have lost your username or password, or believe either your username or password has been stolen, please notify us immediately and change your password. Rhythmic Rebellion is not responsible for any financial loss to you, including loss of credit card account information stored on our Services, in the event you violate this section.
INTELLECTUAL PROPERTY INFRINGEMENT
AND REPORTING USER CONTENT
Rhythmic Rebellion fully supports the rights of intellectual property holders, and wants to ensure that we create a platform in which intellectual property rights holders and authors of original content can feel secure in their ability to properly commercialize their creativity. If you see any content that you believe infringes upon your intellectual property rights or other such rights, please notify Rhythmic Rebellion by filling out our notice form. If we are notified by a copyright holder that User Content infringes upon a copyright, Rhythmic Rebellion may act by solely our discretion take action without giving any prior notice to the provider of the content in question. If that provider does not believe the content infringes on any copyright, the provider may submit to Rhythmic Rebellion a counter-notice that includes a demand to restore the (possibly already) removed content.
If you see any content that you believe is out of compliance with our User guidelines, please do not hesitate to complete our notice form.
LIMITATION OF OUR SERVICES AND ALTERATIONS
We at Rhythmic Rebellion will make efforts to maintain the smooth operation of our Services. However, some technical difficulties or maintenance to our Services may result in temporary interruptions in your ability to use Rhythmic Rebellion from time to time. To the greatest extent possible under applicable law, Rhythmic Rebellion maintains the right to at any time alter or discontinue, whether temporarily or permanently, any function or feature of our collective Services, whether or not you are notified, without liability to you, except where disallowed by law, for any stoppage, alteration, or discontinuation of our Services or Proprietary Content, or any subsidiary feature therein contained. You acknowledge and agree, and consent to the fact that Rhythmic Rebellion maintains no enforceable responsibility to maintain, upgrade, support, or update our Services or any subsidiary parts thereof, or to provide our Users with any specific content through our Services. This section will be enforced by Rhythmic Rebellion to the extent that it is allowed under applicable law. Rhythmic Rebellion and/or the owners of any User Content can and may, intermittently, remove User Content without notice, to the extent allowed under applicable law.
If you need customer support with User Account-related questions, we ask that you submit a request to our customer service department through our Customer Service contact page. We will make reasonable efforts to respond to all Customer Support questions within a reasonable amount of time but we do not guarantee that any Customer Support related questions will receive an answer within a certain amount of time or will be fully resolved by an answer from Rhythmic Rebellion.
Rhythmic Rebellion’s Services and Proprietary Content, as well as certain User Content, may be subject to U.S. export and re-export regulations and control laws, or similar applicable laws in different jurisdictions, including the Export Administration Regulations (‘EAR”) run by the U.S. department of Commerce, International Traffic in Arms Regulations (“ITAR”) run by the department of State, and the economic and trade punishments maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”). You acknowledge and guarantee that you are (A) not located in Iran, North Korea, Syria[ga3] , Cuba, or Sudan; and (B) are not a denied individual or entity as flagged in the above regulations.
TERM AND TERMINATION OF THE AGREEMENT
The Agreement applies until terminated either by Rhythmic Rebellion or you. You acknowledge and consent, however, to the fact that Rhythmic Rebellion maintains a perpetual license granted by you to us in relation to User Content, including Feedback, and you understand and agree that this license is irrevocable and will continue after the expiration or termination of the Agreement regardless of the reason for termination. Rhythmic Rebellion can and may terminate the Agreement or suspend your ability to access our Services at any given time, including but not limited to in the event of your alleged or actual unauthorized use of our Services and/or our Proprietary Content, or your failure to comply with the Agreement. If either you or Rhythmic Rebellion terminates the Agreement, or if Rhythmic Rebellions suspends your ability to access our Services, you acknowledge and agree that we shall have no responsibility or liability to you. If you wish to learn how to delete your User Account on Rhythmic Rebellion, please notify us through our customer service contact form. This section will be enforced to the greatest extent allowable under applicable law. You maintain the ability to terminate the Agreement at any time for any reason.
WARRANTY AND DISCLAIMER
While Rhythmic Rebellion does make reasonable efforts to give our Users the best possible service, it is to be understood that our Services are provided “as is,” and as they are available. You agree and understand that the Services provided by Rhythmic Rebellion are provided as such, and that we do not give an express or implied warranty or guarantee of any kind regarding the Services or Proprietary Content we provide and your use thereof is done at your own risk. To the greatest extent allowed under applicable law, Rhythmic Rebellion make no guarantees and disclaim any warranty or conditions pertaining to the satisfactory quality of our Services, Proprietary Content, User Content, or their fitness for any particular purpose, merchantability, or non-infringement. Rhythmic Rebellion does not guarantee that the Services or Proprietary Content are free of any and all malware or any other harmful viruses or components. Furthermore, Rhythmic Rebellion does not guarantee, support, warrant, or assume responsibility for any and all third-party applications (or content thereby generated) accessible via our platform, User-generated content, or any other product or service offered or advertised by any and all third parties on or via Rhythmic Rebellion’s Services or any hyperlinked website, or featured in any advertisement or banner. You acknowledge and agree that Rhythmic Rebellion cannot be held responsible or liable (financially or otherwise) for any possible transaction between you as a Rhythmic Rebellion User and any third-party suppliers or any third party application or product or Service advertised on or via Rhythmic Rebellion’s Services. As you would with any purchase outside of Rhythmic Rebellion, we pragmatically remind you to exercise due caution and use your judgment where appropriate. No information or advice given to you by Rhythmic Rebellion signifies any warranty on the behalf of Rhythmic Rebellion as it pertains to this section. Some aspects included in this section may not be applicable in some jurisdictions if they are prohibited by applicable law.
This does not affect any statutory rights you may have as a consumer. Please contact a lawyer in your jurisdiction to determine any additional rights that may be available to you which cannot be waived.
You acknowledge and agree that, to the extent possible under applicable law, your only and exclusive response for any problems or unhappiness with the Services provided by Rhythmic Rebellion is to uninstall any software you have on your device(s) that allow you to access Rhythmic Rebellion and to discontinue using any and all Services provided by Rhythmic Rebellion. Though Rhythmic Rebellion does not accept any responsibility whatsoever for third-party applications or any content therein contained or created, and though your relationship with the aforementioned third party applicable may very likely be governed by separate agreements outside of the Agreement between you and Rhythmic Rebellion, to the greatest possible extent under applicable you, you acknowledge and agree that your only and exclusive response, as it pertains to Rhythmic Rebellion, for any issues or unhappiness with a third party application or content therein contained or created is to uninstall and/or discontinue use of the aforementioned third party.
To the greatest possible extent permitted by applicable law, in no case or event will Rhythmic Rebellion, its officers, employees, agents, directors, affiliates, subsidiaries, successors, assigns, suppliers, or licensors be held liable for (A) any special, indirect, punitive, incidental, exemplary, or consequential damages; (B) any loss of data, use, business, or profits (whether they be direct or indirect), in any and all cases that arise out of the use or the inability to use the Services provided by Rhythmic Rebellion, and third-party application, or third party application content, without regard of any legal theory, without regard to whether or not Rhythmic Rebellion has been previously warned of the chance of said damages, and even if a remedy meant to correct any damages fails its essential purpose or need; or ( C ) collective liability for all claims that pertain to the Services provided by Rhythmic Rebellion, any third party application, or content created and contained by a third party application, to the greatest extent permissible under applicable law.
There are some aspects of this section that may not apply in certain jurisdictions if they are prohibited under applicable law.
THIRD PARTY RIGHTS
You acknowledge and understand that as the owner of Rhythmic Rebellion, Patron Empowerment LLC (“Patron Empowerment”) is a third-party beneficiary to the Agreement. Other than as specified in this section, the Agreement is not created to grant rights to any individual or entity other than you and Rhythmic Rebellion, and under no circumstances shall the Agreement create any additional third-party beneficiary rights. Moreover, the right to terminate, agree to, or rescind any variation, waiver, or settlement of the Agreement is not subject to the consent of any third party or any other individual.
Notwithstanding the immediately preceding paragraph, this Agreement is intended to be solely between Rhythmic Rebellion and you, and Patron Empowerment is neither party to the Agreement nor responsible or liable for the Services provided by Rhythmic Rebellion or any content generated within Rhythmic Rebellion’s platform. Patron Empowerment maintains no obligation or responsibility in any sense to oversee any maintenance or support services as they pertain to Rhythmic Rebellion’s Services. To the greatest extent possible under applicable law, Patron Empowerment maintains no other warranty obligation at all as it would pertain to the Services provided by Rhythmic Rebellion. Patron Empowerment is not to be held responsible for addressing any claims made by you or any third party as they related to Rhythmic Rebellion’s Services or your possession and/or use of Rhythmic Rebellion’s Services, including, though not limited to: (A) claims surround product liability; (B) any claim that the Services provided by Rhythmic Rebellion fail to conform to any applicable regulatory or legal requirement; and ( C ) claims that come about under consumer protection legislation or any similar legislation. Patron Empowerment is not to be held responsible for the investigation, settlement, defense, and discharge of any and all third-party claims that the Service provided by Rhythmic Rebellion or your possession and use of said Services through our app infringe upon that third party’s intellectual property rights and protections. You agree and consent to any and applicable third-party terms when using the Services provided by Rhythmic Rebellion. Patron Empowerment, and any of Patron Empowerment third party subsidiaries, are third party beneficiaries of this agreement, and by your acceptance of the Agreement and from the moment of acceptance onward, Patron Empowerment will maintain the right (and will be thought to have accepted the right) to enforce the stipulations of the Agreement against you as a third-party beneficiary of the Agreement. You guarantee that (A) you are not located in any country that is subject to a U.S. government dictated embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (B) you are not listed on any U.S. government lists or restricted or prohibited parties.
Aside from anything stated as such in this section, or explicitly agreed upon in writ between you and Rhythmic Rebellion, the Agreement constitutes all the conditions and terms that you and Rhythmic Rebellion have agreed upon, and supersedes any prior agreements made pertaining to the subject matter of the Agreement, whether oral or written.
SEVERABILITY AND WAIVER
Unless otherwise stated in the agreement, the invalidity of any specific section of the agreement for any reason or to any extent is not to be understood as voiding any or all remaining valid sections of the agreement, nor shall the validity or enforceability of any and all valid sections be lessened by the invalidity of one specific section or subsection, or stipulation therein.
Failure by Rhythmic Rebellion to enforce the Agreement or any stipulation held therein shall not waive Rhythmic Rebellion’s or any of Rhythmic Rebellion’s third-party beneficiary’s right to do so.
Rhythmic Rebellion maintains the right to assign the Agreement or any part found therein, and Rhythmic Rebellion maintains the right to delegate any specific obligation held under the Agreement. You may not assign the Agreement or any section found therein, nor may you transfer or sublicense any of your rights granted you under the Agreement to any third party.
AGREEMENT TO INDEMNIFY RHYTHMIC REBELLION
To the greatest extent permissible under applicable law, you agree to indemnify Rhythmic Rebellion and hold Rhythmic Rebellion completely blameless and harmless from and against any and all damages, losses, and/or expenses of any kind (including reasonable attorneys’ fees and related costs) which arise out of: (A) a breach of the Agreement which you commit; (B) any User Content found on Rhythmic Rebellion; ( C ) any activity that you engage yourself in on or via the Services that Rhythmic Rebellion provides; and (D) a violation which you commit of any law or the rights of any third party.
CHOICE OF LAW, MANDATORY ARBITRATION AND VENUE
a. Governing Law/ Jurisdiction
Unless prohibited by mandatory law in a member state of the European Union or any other like jurisdiction, the Agreement (and any non-contractual disagreements/claims due to or related to them) is subject to the laws of the State of Georgia, U.S., without regard to any choice of law provisions of any other state or country. If permitted by local law, you hereby waive any and all objections to personal jurisdiction and agree to allow the courts located in Atlanta, Georgia to have sole and exclusive jurisdiction over all conflicts or issues arising out of this Agreement.
Some countries have specific laws related to choice of law and jurisdiction, so your rights may vary depending on what country your live in. This difference is indicated in the chart found below.
Choice of Law
The Laws of Sweden
Exclusive jurisdiction; jurisdiction belongs to courts of Local country
The Laws of Sweden
Non-exclusive jurisdiction; jurisdiction belongs to the Courts and tribunals of the Republic of Turkey
The Laws of Brazil
Exclusive Jurisdiction; jurisdiction belongs to the State and Federal courts of Sao Paulo, in the State of Sao Paulo, Brazil
The Laws of teh Province of Ontario
Exclusive Jurisdiction; jurisdiction belongs to the Courts of Ontario, Canada
United States, Argentina, Bolivia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay
The Statutory laws of Georgia, United States
Exclusive Jurisdiction; Jurisdiction granted to either the state and Federal Courts of Atlanta, Georgia.
Estonia, Hong Kong, Latvia, Lithuania
The Laws of Sweden
Non-Exclusive Jurisdiction; jurisdiction belongs to the Courts of Sweden
The Laws of Spain
Exclusive Jurisdiction; Jurisdiction belongs to the Courts generally appropriate given the Consumer’s domicile at the time of the case
Any/All Remaining Countries
The Laws of Sweden
Exclusive Jurisdiction; Jurisdiction belongs to the Courts of Sweden
Rhythmic Rebellion does not acknowledge or accept any codes of conduct as being mandatory in connection with any of the Services or Proprietary Content provided as established under the Agreement.
b. Class Action Waiver
Where allowed under applicable law, you and Rhythmic Rebellion agree that each party may file complaints against the other only through your or our Individual ability and never as a plaintiff or class member in any class or representative action. Unless you and Rhythmic Rebellion both agree, neither a judge nor an arbitrator may ever consolidate the claims of more than one person or preside in any other manner over any variation of a representative or class proceeding.
If you are located in, are based in, maintain offices in, or conduct business in a jurisdiction in which this section can be enforced, the below mandatory arbitration stipulations apply to you:
d. Resolving Disputes and Arbitration
You and Rhythmic Rebellion both agree that any all and disputes, claims, or controversies that arise between you as a User and Rhythmic Rebellion related in any way to our Services or in connection with our Services or with your relationship with Rhythmic Rebellion as a User of our Services (whether the claims are based in contract, fraud, tort law, misrepresentation, or other legal theory, and whether or not the claims arise during or following the termination of the Agreement) will be determined in non-optional and binding individual arbitration. Arbitration includes neither a judge nor a jury, and the court’s ability to review an arbitration is limited. Any arbitrator must follow the terms of this agreement, and does have the ability to award damages and relief to the same extent as a court, minus the ability to award declaratory or injunctive relief which would benefit anyone but individuals or entities that are party to the arbitration. This provision that guides arbitration will continue regardless of termination of the Agreement.
e. Exceptions to the Arbitration and dispute resolution Stipulations
Notwithstanding the above clause (20.3.1), both you and Rhythmic Rebellion agree that nothing included in the Agreement is deemed to waive, preclude, or limit in any other way the rights of either party to (A) file individual legal actions against one another in a U.S. small claims court, (B) pursue enforcement through applicable U.S. federal, state, or local agencies in situations that allow such actions, ( C ), attempt to receive injunctive relief in one of the previously agreed upon courts of law, or (D) file a lawsuit in a previously agreed upon court of law with the purpose of addressing intellectual property infringement claims.
f. Rules for Filing and Carrying out Arbitration
Either you or Rhythmic Rebellion has the ability to start arbitration proceedings. If you are located in, based in, have offices in, or do business in the United states, any arbitration proceedings between you and Rhythmic Rebellion will reach finally settlement under the Commercial Dispute Resolution Process and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) and then in effect (“the AAA rules”), as modified by the Agreement. You and Rhythmic Rebellion both agree that the Agreements affects interstate commerce, and thus that the U.S. Federal Arbitration Act and federal arbitration law apply and dictate the interpretation and enforcement of this provision (other than the above choice of law section). The AAA rules, and instructions on filing an arbitration proceeding with the AAA, can be found at adr.org, or you can call the AAA at 1-800-778-7879. If needed, Rhythmic Rebellion can also help to put you in contact with the AAA.
Any and all arbitration hearings will take place a location that will be agreed upon in either Nashville, Tennessee or Atlanta, Georgia, given that if the claim is for a value less than ten-thousand ($10,000) dollars, you have the ability to elect whether the arbitration is conducted (A) exclusively on the basis of submitting documents to the arbitrator; or (B) through a telephonic hearing that is non-appearance based; or ( C) by an appearance based (in-person) hearing as dictated by the AAA Rules in the county (or parish) or your billing address.
Any arbitration fees that you accrue and your share of arbitrator compensation shall be limited to the fees established in the AAA’s Consumer Rules with Rhythmic Rebellion responsible for paying the remainder. If the arbitrator finds your claim’s substance or the relief you seek in the Demand to be frivolous or brought for an improper purpose (as viewed by the standards established in the Federal Rule of Civil Procedure 11(b)), then the payment of all fees accrued will be governed by the AAA rules. In this case, you understand and agree that you must reimburse Rhythmic Rebellion for all money previously paid by Rhythmic Rebellion that would otherwise be your responsibility to pay under the AAA rules. Without regard to the manner in which arbitration is conducted, the arbitrator must issue a rational written decision in which is contained sufficient the explanations to the essential finding, and the conclusions on which a decision to award compensation, if any is awarded, are based. The arbitrator has the ability to rule and resolve any disputes surround the payment and reimbursement of fees or expenses at any point during the proceedings and/or upon the request from either party that is made within fourteen (14) days of the arbitrator's ruling on the merits of the claim.
If you are not located in, are not based in, do not do business in, and do not maintain offices in the United States, any arbitration proceedings between you and Rhythmic Rebellion will be ultimately settled under the Rules of Arbitration of the International Chamber of Commerce (“the ICC”) then in effect (“the ICC Rules”) by one or possibly more arbitrators appointed following the ICC Rules, as altered by these terms, and shall be administered by the International Court of Arbitration of the ICC.
Any and all arbitration shall be conducted using the English language, unless otherwise demanded by a mandatory law of a certain member state of the European Union or of any other jurisdiction, the law to be applied in any arbitration shall be in Nashville, Tennessee, United States, regardless of the choice or conflicts in principles of law.
g. Time for Filing
Any and all arbitrations must be started by filing a demand for arbitration within the time frame of three (3) months after the date the party of the plaintiff asserting the claim first knows or reasonably should have known of the act, omission, or default which game rise to the claim itself; and there will be no right to remedy any claim that is not made within the time frame agreed upon in this section. If, under applicable law, the one year time frame is not permissible, then any claim must be asserted and filed within the shortest time period allowed under the applicable law.
h. Process for Filing Out and Carrying our Arbitration
Any party with the intent of seeking arbitration has to first send a written notice of the dispute to the other, either by certified mail of the Federal Express (signature required), or in the event that Rhythmic Rebellion has no physical address on file for you, by electronic mail (email), (“Notice”). Rhythmic Rebellion’s address is Patron Empowerment, LLC 1275 Cleveland Rd. Fort Valley, Georgia 31030, USA. The aforementioned notice has to (A) detail the nature and the basis or the claim or the dispute; and (B) proffer the specific relief being sought (“Demand”). We agree to make reasonable efforts and use good faith in directly resolving the claim, however if we cannot reach an agreement within a thirty (30) day time period following the reception of the notice, either you or Rhythmic Rebellion may begin an arbitration proceeding. During said arbitration, the amount of any settlement offer put forth either by you or by Rhythmic Rebellion will not be made known to the arbitrator until after the arbitrator makes a final decision to either award or not award relief. In the case that our dispute is ultimately settled through arbitration and you are granted financial relief, Rhythmic Rebellion will pay you (A) the amount awarded by the arbitrator, if any money is awarded, (B) the most recent written settlement amount offered by Spotify in the settlement of the dispute before the arbitrator’s award; or (C) One-Thousand ($1,000) dollars, whichever amount is greatest. Any and all documents and information disclosed during the course of the arbitration will be kept completely confidential by the recipient and will not be used by the recipient for any purpose whatsoever outside of the purposes of the arbitration and the enforcement of the arbitrator’s decision and possible award, and will not be disclosed except in confidence to an individual or individuals who must know for such purposes or for the enforcement of the arbitrator's final decision or as mandated by applicable law. Unless required to enforce the arbitrator’s decision and/or award, neither Rhythmic Rebellion nor you will make any public comment or announcement, or generate publicity concerning the arbitration including, though not limited to, the fact that you and Rhythmic Rebellion are in dispute, the existence of any arbitration, or a decision or away (if any) of the arbitrator.
If Rhythmic Rebellion decides to make any changes in the future to our arbitration provisions (besides a change made to our address for notice), you may reject such changes if and only if you send us written notice within a 30-day time period following the change, and in this case your User Account with Rhythmic Rebellion will be terminated immediately, though these arbitration provisions, as they were in effect immediately before the rejected changes, will survive.
If the class action waiver is found unenforceable in the process of arbitration, or if the entirety of this section is found to be unenforceable, then all of this section will be deemed null and void, and in this case, all parties agree to the exclusive jurisdiction and venues that were described in above that shall govern any action which arises from or in relation to the Agreement.
Patron Empowerment LLC
1725 Cleveland Road
Fort Valley, GA 30103, USA