.MUSIC Mail - Terms of Service

MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA”), which includes the agreements, policies, and documents referenced in this MSA, governs my.music Ltd.’s relationship with any persons using the MY.music Services (as defined below). Upon the date Member submits an Order Form or starts using the MY.music Services (as applicable), Member agrees to be bound by this MSA as updated from time to time in accordance with the amendment provisions herein. Depending on the type of MY.music Services applicable, Member may be subject to certain Supplemental Terms as described herein. If there is any conflict between this MSA and such Supplemental Terms, then the Supplement Terms will govern Member’s use of the applicable MY.music Services to the extent of the conflict.
This MSA is comprised of the following and includes such further agreements, policies, and documents as referenced in each of the following:

1. General Terms
2. Billing Terms
3. Privacy Policy
4. Web & Apps Supplemental Terms (Service-Specific Terms)

1. GENERAL TERMS

These General Terms apply to all persons using MY.music Services.

1.1 Definitions

1.1.1 All other defined terms not listed in this section are defined in their respective sections below or in the applicable Supplemental Terms and apply to the MSA as a whole (and not limited to the section the term is defined in).

“Abuse of Services” means Member’s use of the MY.music Services (including making any component of the MY.music Services available to customers) in a manner that (a) contravenes applicable laws, including regulations, policies, and rules thereto, (b) creates legal liability or other actual or potential material risk or harm to MY.music, its Affiliates, MY.music’s other clients and Members, or MY.music Systems, (c) is a material violation of the MSA, or (d) is generally considered materially objectionable in the Internet community, including but not limited to child pornography, racism, hate speech.

“Affiliate” means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, and “person” broadly construed to include any natural person or any incorporated or unincorporated entity or association, trust, joint venture, joint stock company or other entity.

“Billing Cycle” means the recurring period of time for which Service Fees are payable by Member to MY.music as specified in the Order Form, Member Portal, or invoice (as applicable).

“Business Day” (or “business day”) means the period from 8:00 A.M. to 5:00 P.M. Pacific Time on a day which is not a weekend or statutory holiday in the US or CA.

“Claim” means any claim, demand, action, or proceeding (including law suits and administrative proceedings).

“Member” means the person (individual, company, etc.) named in the Order Form as the Member or, in the absence of Member’s name on such Order Form, the person otherwise using MY.music Services.

“Member Account” means the account set up by MY.music, attributed exclusively to Member, identified by the Member ID, and used for the provisioning and administration of the MY.music Services to Member.

“Member Data” means personal information relating to Member and data owned or controlled by Member, including (a) names, addresses, and other personally identifiable information pertaining to Member, (b) usage data collected by Member regarding Member’s own use of the Services, (c) Member’s content hosted on MY.music Systems, including Member’s Uniform Resource Locators, Web pages and other website data, software and applications, Protected Healthcare Information as such term is further described in the appropriate section below, and (d) any of the same relating to or owned by an End User.

“Member ID”, or “.MUSIC ID” means the combination of alphanumeric characters designated by MY.music which (a) is unique to Member, and (b) identifies the Member and the Member Account to MY.music.

“Member Portal” means MY.music’s online portal or interface tool (known as Sitecontrol™, Member Portal™, .MUSIC Hub, or such other account management tool as MY.music may designate) for Member to manage the Member Account and associated MY.music Services.

“Effective Date” means The Effective Date of each Order Form is the later of the date that the Order Form is executed by Member and submitted to MY.music or the date that the MY.music Services are made available to Member (in whole or in part).

“Member Data” means personal information relating to Member and data owned or controlled by the Member, including (a) names, addresses, and other personally identifiable information pertaining to Member, (b) usage data collected by Member regarding use of the MY.music Services, and (c) a Member’s content hosted on MY.music Systems, including Member’s Uniform Resource Locators, Web pages and other website data, software and applications.

“MY.music” means my.music Ltd., a limited liability company, or such other MY.music company as named in the applicable Order Form.

“MY.music Data” means any data relating to MY.music, all MY.music Services or MY.music Systems, including (a) Internet Protocol addresses, Uniform Resource Locators, Web pages and other website data, (b) source codes, digital files, encryption keys, and digital certificates, (c) user identifications, account access, log-in information, and passwords, (d) usage data collected by MY.music regarding Member’s use of the MY.music Services, and (e) all other data owned or controlled by MY.music.

“MY.music Services” (or “Services”) means the products, services, and licenses provided to Member by MY.music, whether or not used or paid for by Member, which may include any combination of the following:

(a) Web and Apps. Including Website Hosting, Domain names, E-Commerce, Email & Applications Hosting, other web solutions, and as further defined in the applicable Supplemental Terms below;
(b) Add-ons and other related products and services to the above;
(c) Technical Support; and
(d) Any other product or service specified in any of the supplemental terms or applicable Order Forms.

“MY.music Systems” means the technology (including systems, networks, facilities, infrastructure, computer servers, other hardware, software, online application program interfaces, Internet Protocol addresses, and other technologies) owned, licensed, controlled, or otherwise used by MY.music to provide MY.music Services to Members.

“Intellectual Property” means any and all rights, title, interest, and ownership, whether by registration, statute, common law or other operation of law, in and to: (a) copyrights, (b) patents, (c) trademarks, (d) trade secrets, (e) any other proprietary, intellectual, or industrial property rights of any kind or nature, (f) registrations and registration applications of the foregoing in any jurisdiction, (g) in MY.music’s case, MY.music Data and MY.music Systems, and (h) in Member’s case, Member Data.

“Late Charges” means the interest, equal to 1.5% monthly and 18% annual (or the maximum permitted by law if lesser), to be applied to any portion of the Service Fees not paid by Member to MY.music before the applicable due date.

“Losses” means any loss, liability, damage, penalty, cost, or expense (including reasonable lawyer fees, witness compensation, and court fees).

“Minimum Term” means the specific period described in the Order Form, during which time Member may not terminate the Order Form, any MY.music Services ordered thereunder, or this MSA.

“MSA” means this document and all Supplemental Terms that are attached hereto and incorporated herein by reference.

“Order Form” means MY.music’s online form, or product offerings, or service offerings, which (a) references, incorporates, and is an integral part of this MSA (including the applicable Supplemental Terms), and (b) describes the MY.music Services to be provided to Member.

“Party” means either MY.music or Member individually and “Parties” means both of them collectively.

“Refresh” means a new order for the replacement of a particular MY.music Service with a similar MY.music Service of equivalent function upon the expiration of the Initial Term. (For example, a replacement of an end of life software application).

“Renewal Term” means the period or successive periods starting from the expiration of the Minimum Term specified in the applicable Order Form for which the Order Form and the MY.music Services thereunder are renewed.

“Representatives” means, collectively, a Party’s shareholders, Affiliates, directors, officers, employees, contractors, agents, and advisors, including lawyers, accountants, consultants, financial advisors, bankers, and lenders.

“Service Fees” means the money amounts or rates, specified in, as applicable, the Order Form, Member Portal, invoice from MY.music, or which Member has otherwise agreed to pay to MY.music in consideration of the MY.music Services provided, whether used by Member or not.

“Technical Support” means the assistance and advice MY.music’s technical support staff provides to Member, as part of the MY.music Services, via electronic mail, or other means of communication as designated by MY.music (including MY.music’s ticketing system).

“Third Party Products” means the equipment, software, products or services procured from a Third Party Vendor which MY.music, in turn, provides to Member as part of, or in combination with, MY.music’s own products and services which are part of the MY.music Services.

“Third Party Vendor” means a third party vendor who provides MY.music with Third Party Products to be, in turn, provided to Member by MY.music as part of, or in combination with, the MY.music Services.

“Third Party Vendor Audit” means an audit performed by either MY.music or a Third Party Vendor with respect to the Third Party Products.

1.1.2 Order of Precedence. Unless stated otherwise expressly in an Order Form or any Supplemental Terms, if there is an inconsistency or conflict between the terms of those documents and the MSA, then the terms of this MSA will govern.

1.1.3 References. All references in the MSA to particular titles, headings, and sections will be references to the titles, headings, and sections of the MSA only, unless specific reference is made otherwise. Such titles, headings, and sections are for reference purposes only and will have no effect on the interpretation of the MSA. The words “herein”, “hereof”, “hereto”, and “hereunder” and words of similar meaning will refer to the MSA in its entirety, which includes all Order Forms and Supplemental Terms, and not to any particular provision of the MSA. Bolding, underlining, or italicizing of words herein are for ease of reference only and the application or omission of them will have no effect on the interpretation of the MSA.

1.1.4 Without Limitation. When used for listing purposes, the term “including” and “includes” will be deemed to mean “including, but not limited to” or “includes, but is not limited to,” as applicable. Wherever in the MSA that the masculine, feminine or neutral gender is used, it will be construed as including all applicable genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires.

1.1.5 Translations. The MSA was written in the English language. If there is any discrepancy between the English version and a version in any other language, then the English version will control in all respects.

1.2 Term & Renewal

1.2.1 Term. This MSA will continue in full force and effect until all Order Forms and the Member Account are terminated in their entirety. The term of each Order Form will commence upon the Effective Date and will continue for the duration of the Minimum Term, and any successive Renewal Terms, until terminated by a Party in accordance with this MSA. In the event that Minimum Term and Renewal Term are not specified in the Order Form, the term of each will be one month.

1.2.2 Renewal. Upon expiration of the Minimum Term, the Order Form will automatically renew for successive Renewal Terms until either Party terminates the Order Form, or the Member Account and the MSA in their entirety, in accordance with the termination provisions herein. In the event that Member wishes to Refresh any particular MY.music Service instead of renewing as-is, Member may execute a Renewal Order Form which will specify the particular MY.music Service to be Refreshed. MY.music will add the Refreshed MY.music Service to the Member Account upon execution of the Renewal Order Form and billing of the Service Fees will commence accordingly. Unless otherwise specified by Member, the expiring MY.music Service will automatically renew month-to-month in order to allow Member to migrate to the Refreshed MY.music Service, and Member will pay for both MY.music Services until Member notifies MY.music in writing to turn off the expiring MY.music Service.

1.3 MY.music Services

In consideration of Member’s timely payment of all Service Fees, and subject to Member’s compliance with this MSA, including all applicable Supplemental Terms, MY.music will provide to Member the MY.music Services as described in the Order Form. In furtherance of providing the MY.music Services to Member, MY.music hereby grants to Member a worldwide, limited, non-exclusive, non-transferable, fully revocable license to use MY.music Systems in connection with the MY.music Services as permitted in this MSA. MY.music may, at its sole discretion, add to, modify, remove, or re-price any particular product or service from the MY.music Services based on factors including the unavailability of any relevant Third Party Products. To prevent downtime caused by outdated components or malfunction of the MY.music Systems and to protect the security of the MY.music Systems, Member hereby consents to (a) MY.music upgrading, repairing, or replacing the MY.music Systems that are hosting Member Data at any time with or without notice to Member, and (b) MY.music migrating Member Data within the MY.music Systems at any time with or without notice to Member. MY.music may (at MY.music’s sole discretion) provide any of the MY.music Services (in whole or in part) through an Affiliate of MY.music, a Third Party Vendor, or other subcontractors. Member understands and agrees that, as a part of providing the MY.music Services, such Affiliates, Third Party Vendors, or other subcontractors, may require access to Member’s systems or Member Data, either within the MY.music Systems or in another data center or with another service provider, and Member expressly acknowledges and consents to such access. In the event that Member refuses or fails to permit such access, Member understands and agrees that MY.music is not responsible for any malfunction or delay in the performance of the MY.music Services resulting therefrom. In connection with Technical Support, MY.music makes no representation or warranty that MY.music will be able to find the cause of, or resolve, the problem for which Member contacts MY.music for Technical Support. Unless otherwise expressly specified in the Order Form, MY.music is not responsible for providing Technical Support; however, responsible for general customer service, billing support, and sales support to Member’s customers.

1.4 Connectivity
Except for the MY.music Systems specifically licensed to Member hereunder, Member is solely responsible, and MY.music is not responsible, for sourcing and paying for network resources used to connect Member to the Internet.

1.5 Third Party Products

Member will agree to, be bound by, and comply with the terms of any license or other agreement for Third Party Products that may be required by the applicable Third Party Vendor. Member acknowledges that Member’s use of Third Party Products is subject to Member’s agreement to, and compliance with, the terms and conditions of the Third Party Vendors who provide the respective Third Party Products. The Third Party Vendors are permitted to perform directly Third Party Audits on the MY.music Systems (including any computer server or other hardware licensed to Member by MY.music as part of the MY.music Services) with regards to their respective Third Party Products. All trademarks and other Intellectual Property rights associated with or attached to a Third Party Product belong solely to the relevant Third Party Vendor and are used by MY.music subject to license from such Third Party Vendor.

MY.music provides a Website product that utilizes images provided by the Member (“Member Photos”). These Member Photos are subject to the limited license set forth herein. Member will not:

(a) Use the Member Photos to create an official logo, company name, trademark or an element thereof;
(b) Use the Member Photos in a way that infringes any intellectual property rights or a third party’s trademark rights or that would lead to a complaint about deceptive advertising or unfair competition;
(c) Use the Member Photos for SPAM mailings or in connection with unsolicited emails;
(d) Display, use or post the Member Photos in a way that would lead to the conclusion that the model in the Member Photos approves or endorses the items or services of any venture or trademark;
(e) Show a person depicted in the Member Photos in sensitive scenarios that could reasonably be considered offensive or unflattering to that person (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);
(f) Use the Member Photos for pornographic, illegal or immoral purposes; and/or
(g) Use the Member Photos in items or products that could embarrass or humiliate a person or model in the Stock Photos.

Any use of the Member Photos in violation of this limited license will be considered copyright infringement. Member will be liable for all damages caused by such copyright infringement, including any claims made by a third party against MY.music. MY.music reserves the right to recall Member’s license of any Member Photos that Member has used in a manner that constitutes copyright infringement.
Except as permitted in the licenses which are a part of the Third Party Products, nothing herein grants to Member any right, title, or interest in or to a Third Party Vendor’s Intellectual Property. MY.music makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, validity, or continued existence of any or all aspects of Third Party Products. Member acknowledges that Third Party Products may, at any given time, be no longer be available or may be revoked at the discretion of the Third Party Vendor. Any mention of Third Party Products by MY.music, its employees, or any third party entity related to MY.music is for information purposes only and does not constitute an endorsement or recommendation by MY.music. MY.music disclaims any and all liabilities for any representation or warranty made by the Third Party Vendors of the Third Party Products.

1.6 Member Account

Upon Member’s submission or execution of an Order Form, MY.music will create a unique Member Account and Member ID for Member. Once the Member Account and associated Member ID have been set up, MY.music will provide Member with appropriate login credentials and access to the Member Portal, if such Member Portal is to be made available.

1.7 Member Account Ownership

The legal owner of the Member Account is the person who is identified as the “Member” in the applicable Order Form or, in the absence of such name in the Order Form, the person otherwise using MY.music Services. It is Member’s sole responsibility, and not MY.music’s responsibility, to ensure that (a) Member’s correct full legal name is stated on the Order Form and in the Member Account, (b) Member’s current name and other contact information is kept up-to-date with MY.music, (c) the Member ID and associated password are kept secure and disclosed only to those with a need to know, and (d) MY.music receives all documentation reasonably requested by MY.music to ascertain the correct legal owner of the Member Account in the event of a dispute or verification of Member’s identification. This includes regularly updating the Member Account to accurately reflect staff departures or changes in service providers Member may have used to subscribe for MY.music Services (e.g., website design companies or online media management companies) who may have used their name as the contact person for the Member Account. In the event of a dispute, or in the event of a reorganization or dissolution of the Member, the legal ownership of the Member Account will be as follows in order of precedence: (1) the company or organization listed on the Member Account in MY.music’s database; (2) the individual who submitted or executed the Order Form; (3) the individual who is the cardholder of the credit card used to pay the most recent Service Fees for the Member Account.

1.8 Domain Name Ownership

Member acknowledges that (a) the person listed as the “Registrant” of the domain name in the public Whois registry is the legal owner of that domain name, (b) the person listed as the “Admin” (or administrative contact) of the domain name in the Whois registry has access to the username and password, which gives such person the ability to change the Whois information, (c) ownership and administration (including registration renewal and billing) of a particular domain name is independent of the ownership and administration of the Member Account even if the domain name is associated with the Member Account, (d) it is Member’s sole responsibility, and not the responsibility of MY.music, to ensure that the Registrant and Admin information are up-to-date in the Whois registry, and (e) domain names are subject to the standard terms and conditions, as amended from time to time, of the ICANN-accredited domain name registrar and applicable registry, which Member is bound by at the time Member registers the domain name(s).

1.9 Identification Verification

Each time Member wishes to communicate with MY.music about the Member Account or Member Data, Member will abide by MY.music’s then-current security measures and identification verification processes, including answering identification verification questions over email and submitting a proof of identity form. MY.music is not responsible or obligated to restore access to the Member Account to any person if that person is unable to meet MY.music’s security measures and procedures to MY.music’s sole reasonable satisfaction.

1.10 Ownership Disputes

MY.music has no responsibility to act as an arbiter, mediator or other authority in the event of a dispute over the ownership of the Member Account or domain name associated with the Member Account or any other dispute between Member and a third party (including Member’s current or former employees, contractors, agents or vendors). MY.music may suspend Member’s access to, or place an administrative lock on, the Member Account and associated domain name(s) pending an investigation into the ownership thereof.

1.11 MY.music Access

MY.music reserves the right to physically access the MY.music Systems at any time. The access provided hereunder may also be used by MY.music for the purposes of conducting or performing an audit or report, whether by MY.music directly or by an authorized third party, or pursuant to compliance with any applicable statute, government regulation, or Third Party Vendor requirement (such as in the course of a Third Party Audit).

1.12 Member Access

Member will not physically access any of the MY.music Systems, including computer servers and other hardware licensed to Member as part of the MY.music Services. Member may access the Member Account through the Member Portal using only Member’s own authentication credentials (username and password). Member is prohibited from accessing or attempting to access the client account, billing data, or other data of any other person using the MY.music Services.

1.13 Email Accounts

All email accounts, including POP email accounts, which have not been logged into for a period of 4 consecutive months or more will be deemed abandoned and MY.music may, at its sole discretion, delete the email account (“Abandoned Mailbox”) and all emails residing in the Abandoned Mailbox (“Abandoned Emails”). In such case, MY.music will send an email to the master email account identified under the Member Account to notify that the Abandoned Mailbox and the Abandoned Emails will be deleted if the Abandoned Mailbox is not logged into within 14 calendar days. MY.music may delete all content and data stored in any of Member’s spam folders, junk mail folders, and email accounts for 30 calendar days or more.

1.14 Member Data

Member represents and warrants that Member is the owner of, or is duly authorized or licensed by the legal owner to, hold, store, upload, create, destroy, use, run, implement, modify, edit, or otherwise manage the Member Data. Member further warrants that the access by MY.music of any and all materials and data as furnished by Member to MY.music in the provision of the MY.music Services will not violate or conflict with any Intellectual Property or privacy rights of any third parties including copyrights, patents and trademarks, protected health information, or personally identifiable information. Member warrants that it is authorized to permit MY.music to use all relevant code for the purposes of performing the MY.music Services hereunder. In the event that Member requests MY.music’s assistance or participation in any third party audit of the Member Data or of Member’s use of the MY.music Services, MY.music agrees to reasonably cooperate with Member (at Member’s expense) to respond to any audit inquiries solely as related to the MY.music Services.

1.15 Protected Health Information

Member agrees not to use, transmit, or otherwise handle any information related to an individual’s past, present, or future physical or mental health condition, any treatment for that condition, and any payment for that treatment which information identifies the individual or could reasonably be used to identify the individual (such information referred to as “Protected Health Information” or “PHI”)., then Member will: (a) comply with all requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing rules and regulations, and (b) comply with all requirements of the Health Information Technology for Economic and Clinical Health Act, codified at 42 U.S.C. §§17931-17953 (“HITECH”) and its implementing rules and regulations. In addition to Member’s indemnification obligations under this MSA, Member will further indemnify MY.music (including MY.music’s Representatives) from and against any Claims against MY.music or Losses incurred by MY.music that result from: (i) Member’s breach of or misrepresentation with respect to Member’s obligations regarding Protected Health Information, or (ii) Member’s breach of HIPAA, HITECH, or any other relevant statute.

1.16 Migration Services

No Migration Services are provided by MY.music for any existing email provider that Member may be using or for third-party Member websites.

1.17 Data Backup

Member is solely responsible, and MY.music is not responsible in any way, for the backup (copy and storage for purposes of retrieval or data loss recovery) of Member’s data or the management of such backup. Member is solely responsible, and MY.music is not responsible, for the backup of any of Member’s data which may have resided on MY.music Systems at one time but which no longer resides on MY.music Systems. Under no circumstances will MY.music be liable for any loss of Member’s data or for third party fees related to the recovery or restoration of Member’s data.

1.18 Data Security

MY.music will use industry standard measures to detect and prevent unauthorized third parties from accessing MY.music Systems. Notwithstanding anything to the contrary, Member acknowledges that MY.music does not guarantee, and does not represent or warrant, that the MY.music Systems cannot or will not be accessed by unauthorized third parties. Member will review MY.music’s Privacy Policy, as amended from time to time, posted at https://www.my.music/privacy-policy/ (or such other redirected webpage or alternate URL as designated by MY.music), which is incorporated herein by reference.

1.19 Data Disclosures

Member hereby consents to MY.music disclosing Member’s data required to be disclosed by any (a) law of the U.S.A., or (b) court order of any jurisdiction in the U.S.A. or other jurisdiction in which either MY.music or Member operates its business. However, if and to the extent allowed by such law or court order, MY.music will promptly notify Member in writing of the legal obligation and, if Member chooses, Member may seek protective measures against the requirement at Member’s sole expense and reimburse MY.music for any reasonable expenses (including costs for legal advice, staff hours, and disbursements) incurred by MY.music in complying with such requirement.

1.20 Data Transfers

1.20.1 Cross-Border Data Transfers. Member acknowledges that the MY.music Services and Third Party Products may be provided from the U.S.A. or any other country in which MY.music, its Affiliates, and its Third Party Vendors maintain their business operations. As such, MY.music, its Affiliates, and its Third Party Vendors may transmit, store, access, process, and use (collectively “Process”) Member’s data in, to, or from the U.S.A. or any other country in which MY.music, its Affiliates, and its Third Party Vendors maintain their business operations. In furtherance of the MSA and the applicable Order Form, and in connection with the provisioning of MY.music Services and Third Party Products to Members, Member acknowledges that Member Data may not remain in the country such data originated from. Member hereby consents to MY.music, its Affiliates, and its Third Party Vendors Processing Member Data in the U.S.A. or any other country in which MY.music, its Affiliates, and its Third Party Vendors maintain their business operations.

1.20.2 Consent Revocation; Migration; Deletion. Member may revoke its consent to having Member Data Processed in the U.S.A., or such other jurisdiction in which MY.music’s Affiliates and Third Party Vendors may reside, by providing MY.music with written notice of Member’s revocation of consent (“Consent Revocation”). Upon receipt of the Consent Revocation, MY.music will cooperate with Member in transferring all Member Data to a lawful destination of Member’s choice (“Migration”). Member acknowledges that the Migration entails the actions of Member (and, if applicable, Member’s vendor or new hosting service provider) and does not entail any action on MY.music’s part other than to provide access to the Member Data. Upon Member’s written request, MY.music may provide Member with reasonable Migration assistance as part of the the Services, in which case, MY.music may charge (and Member will pay in advance) the Services Fees MY.music normally charges for migrations of the magnitude and complexity Member requires for the Migration. Member acknowledges that Member must complete the Migration, and remove all Member Data off of MY.music Systems, within 60 calendar days of the date MY.music received the Consent Revocation (“Migration Period”). If any Member Data remains on MY.music Systems beyond the Migration Period, then MY.music may permanently delete such Member Data and all backups and copies thereof. It is Member’s sole responsibility, and not MY.music’s responsibility, to perform backups and keep copies of Member Data as needed by Member.

1.20.3 Transfer Restrictions. As between MY.music and Member, it is the sole responsibility of Member, and not the responsibility of MY.music, to ensure that Member Data required to remain in a particular country is restricted to that country. Prior to Member’s submission of an Order Form or use of MY.music Services, Member will inform MY.music in writing of all transfer restrictions or jurisdictional requirements pertaining to Member Data and the Parties will work in good faith together to determine if the transfer restrictions and jurisdictional requirements can be satisfied. Member will review MY.music’s Privacy Policy, as amended from time to time, posted at https://www.my.music/privacy-policy (or such other redirected webpage or alternate URL as designated by MY.music), which is incorporated herein by reference.

1.20.4 EU Data. If Member engages in the “processing” of any “personal data” (as such terms are defined in the EU General Data Protection Regulation 2016/679 (“GDPR”)) from the European Union, then Member will: (a) inform MY.music in writing of Member’s intended use of the MY.music Services for processing personal data from the EU, (b) comply with all requirements of the GDPR and all implementing rules, associated policies, and directives, (c) execute, as between Member and MY.music, a data processing agreement in compliance with the GDPR (on MY.music’s standard form), whereby Member is the data controller and MY.music is the data processor or whereby Member is the data processor and MY.music is the sub-processor (or level 2 processor) if Member is the service provider of a data controller (as the terms “processor”, “controller”, and “sub-processor” are defined by the GDPR), (d) adhere to the GDPR, including the designation of Member’s data protection officer and execution by Member of data processing agreements with data controllers and Member’s own sub-processors, and (e) ensure that Member is fully transparent about the nature and purpose of its processing of personal data. In addition to Member’s indemnification obligations under this MSA, Member will further indemnify MY.music (including MY.music’s Representatives) from and against any Claims against MY.music or Losses incurred by MY.music that result from: (i) Member’s breach of or misrepresentation with respect to Member’s obligations regarding processing of personal data from the EU, or (ii) Member’s breach of the GDPR or other applicable law.

1.21 MY.music’s Intellectual Property

In no way will any license granted by MY.music in this MSA be an assignment of rights, title, or ownership in any of MY.music’s Intellectual Property, including any of the MY.music Systems, and MY.music retains sole and exclusive right, title and ownership in and to all of MY.music’s Intellectual Property. As between MY.music and Member, all Internet Protocol addresses provided to Member by MY.music belong exclusively to MY.music. Member acknowledges that Member has no right to use such Internet Protocol addresses except as permitted by MY.music in connection with the MY.music Services and in accordance with this MSA. MY.music may change or remove Internet Protocol numbers and addresses at its sole discretion. Except as otherwise expressly permitted in this MSA, Member may not use MY.music’s Intellectual Property without obtaining the prior written consent, in each instance, of MY.music. MY.music’s Intellectual Property includes any data relating to MY.music, the MY.music Services, or MY.music Systems, including (a) Internet Protocol addresses, Uniform Resource Locators, Web pages and other website data, (b) source codes, digital files, encryption keys, and digital certificates, (c) user identifications, account access, log-in information, and passwords, (d) usage data collected by MY.music regarding Member’s use of MY.music Services, and (e) all other data owned or controlled by MY.music.

1.22 Other Restrictions

Member will not take any action or use any of MY.music’s Intellectual Property or any Third Party Vendor’s Intellectual Property in a manner that (a) acquires, or may reasonably acquire, any rights, title, or interest in or to MY.music’s Intellectual Property or any Third Party Vendor’s Intellectual Property by Member or a third party, or (b) compromises or diminishes MY.music’s rights, title, or interest in or to MY.music’s Intellectual Property or any Third Party Vendor’s rights, title, or interest in or to their Intellectual Property. If Member does acquire any rights, title, or interest in or to any of MY.music’s Intellectual Property, by operation of law or otherwise, then Member will immediately assign such rights, title, or interest to MY.music at Member’s sole cost. Member will not, and will not permit any third party, including its customers to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to any of the MY.music Services, MY.music Systems, and Third Party Products to ascertain, derive, or appropriate for any reason or purpose the source code or source listings thereof or trade secrets contained therein.

1.23 Customers

Member is solely responsible, and MY.music is not responsible, for the activities of any Member and for the activities of Member’s customers. Member will ensure that the use of MY.music Services by Member’s customers will not be in contravention this MSA. If MY.music receives complaints about Member’s customers (including complaints about infringement of a third party’s Intellectual Property), subject to MY.music’s rights in this MSA to suspend MY.music Services, MY.music may at its sole discretion (a) send a notice directly to the customer or Member requesting them to cease, remedy, and resolve the matter, or (b) forward the complaint to Member whereupon Member will take immediate action to ensure that the matter is resolved to MY.music’s satisfaction. If the particular activity continues or the complaint is otherwise unresolved, then Member may be subject to termination or other action as MY.music may deem appropriate.

1.24 Domain Name Proxy Services

If the MY.music Services provided to Member includes domain name registration services where MY.music or a third party provider is named as the Registrant or Admin Contact in Member’s place (“Proxy Services”), Member agrees that if MY.music or the third party provider does not receive a response to a communication sent to Member within 48 hours of such communication being sent, then MY.music or the third party provider, as applicable, may suspend the Proxy Services or terminate all services (including, as applicable, all MY.music Services) at its sole discretion.

1.25 Other Representations & Warranties

Member represents and warrants to MY.music as follows:

(a) Member has the full authority to execute, deliver, and perform under the MSA, the MSA is valid, binding, and enforceable against Member in accordance with the terms herein, and no provision requiring Member’s performance is in (a) conflict with Member’s obligations under any other agreement, (b) violation of any law applicable to Member, or (c) contravention of Member’s by-laws or other governing rules, as applicable;
(b) Member is duly organized, authorized, and in good standing under the laws of the jurisdiction of its organization and is duly authorized to do business in all other jurisdictions in which Member’s business makes such authorization necessary or required; and
(c) Member’s purpose for entering into this Agreement and using or delivering the MY.music Services is not to engage in, or be part of, any activity that is, or may reasonably be deemed, objectionable in the Internet community, unethical, unlawful or illegal.

1.26 Disclaimer

Notwithstanding anything to the contrary in this MSA, MY.music (a) makes no representation or warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, completeness, non-infringement, or validity of the MY.music Services, MY.music Systems, or Third Party Products, and (b) provides all aspects of the MY.music Services, MY.music Systems, and Third Party Products “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Member acknowledges that Member uses the MY.music Services, MY.music Systems, and Third Party Products at Member’s sole risk. No verbal advice or written information given by MY.music, its employees, licensors or the like, will create a warranty and Member will not rely on any such advice or information as a warranty.

1.27 Force Majeure

MY.music will not be liable for delays in its performance of this MSA caused by circumstances beyond MY.music’s reasonable control including natural disasters and other “acts of God”, fire and other destruction, sabotage, terrorism, war, insurrection, embargo and other acts of any governmental body, or strikes and other labor disturbances (“Force Majeure”). If MY.music is affected by a Force Majeure, MY.music will (a) promptly give written notice to Member, and (b) make reasonable efforts to reduce to a minimum and mitigate the effect of the Force Majeure.

1.28 Limitation of Liability

Under no circumstances will MY.music be liable to Member for any consequential, indirect, special, general, incidental, reliance, exemplary, or punitive damages arising out of or relating to this MSA or the MY.music Services, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if MY.music has been advised of the possibility of such damages. MY.music’s aggregate liability to Member, if any, arising out of or relating to this MSA or the MY.music Services will not exceed the aggregate amount of Service Fees paid hereunder during the 3 calendar months immediately preceding the event giving rise to the liability. No Claim by Member against MY.music, relating to this MSA or the MY.music Services, will be effective after 1 calendar year (12 calendar months) from the time the event or cause of action comprising the basis of the Claim first occurred regardless of any statutory limitation period allowing for a longer period.

1.29 Indemnification

If MY.music, or any Representative of MY.music, incurs any Losses because of any Claim arising out of or in connection with the acts or omissions of Member or its employee, contractor, or agent which amount to (a) breach of this MSA (including a breach of any representations or warranties made by Member herein), (b) gross negligence or willful misconduct, (c) misrepresentation, or (d) alleged or actual violations by Member of any law, regulation or rule, then Member will indemnify, reimburse, and compensate MY.music and, as applicable, MY.music’s Representatives, for all Losses, as they accrue and become payable by MY.music, and defend, hold harmless, and protect MY.music, including MY.music’s Representatives, from and against all Claims. “Representatives” means, collectively, shareholders, Affiliates, directors, officers, employees, contractors, agents, and advisors, including lawyers, accountants, consultants, financial advisors, bankers, and lenders. In addition, if MY.music (including MY.music’s Representatives) incurs Losses because of any Claim arising out of, or in connection with, the acts or omissions of any of Member’s customers then Member will indemnify, reimburse, and otherwise compensate MY.music for all Losses related thereto, as they accrue and become payable by MY.music, and defend, hold harmless, and protect MY.music from and against all Claims related thereto.

MY.music agrees to give prompt written notice to Member of the Losses and the Claim for which indemnification is sought, and Member will have the right to control the defense and settlement of any Claim at the sole expense of Member. MY.music agrees to fully cooperate in the defense or settlement of any Claim at the sole expense of Member. Notwithstanding the foregoing, the failure of MY.music to give prompt notice, cooperate, or timely mitigate will not affect MY.music’s rights to indemnification, except (and only to the extent) that Member’s ability to provide indemnification is impeded or frustrated, or Losses would have been avoided or mitigated. Member will obtain the prior written agreement of MY.music for any settlement or proposal of settlement, which will not be unreasonably withheld

1.30 Abuse of Services

Member will use the MY.music Services, and access the MY.music Systems, only in a manner that is legal, lawful, ethical, and generally acceptable in the Internet community. Member will not engage in, and will ensure that Member’s customers do not engage in any Abuse of Services. Without limiting the generality and scope of the definition of Abuse of Services in this MSA, Abuse of Services include (i) infringement of a person’s Intellectual Property or other rights, (ii) publishing or transmitting material which is threatening, obscene, or defamatory, (iii) non-compliance with applicable anti-spam legislation, including the U.S. Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (CAN-SPAM Act), as amended, and Canada’ Anti-Spam Legislation (CASL), as amended, (iv) violation of applicable import or export control laws, regulations, and policies, and (v) system or network security violations. System or network security violations include the following: (A) unauthorized access to or use of data, systems or networks, including any attempt to ping, probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network); (B) interference with service to any user, host or network, including mail bombing, flooding, deliberate attempts to overload a system, denial of service attacks, and broadcast attacks; (C) forging any TCP-IP packet header or any part of the header information in an email or a newsgroup posting; (D) creating or sending Internet viruses, worms or Trojan horses; (E) engaging in any other activity which is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the MY.music Services and MY.music Systems (or any connected network, system, service or equipment) or conduct their business over the Internet. Member represents and warrants that Member (or any person employed or contracted by Member or otherwise acting on Member’s behalf in connection with this MSA or the MY.music Services) is not engaged in any activity which is, or may reasonably be deemed, an Abuse of Services.

1.31 Executive Order 13224

Member will not use the the Services, in whole or in part, to do business with any person who has been determined to have committed or supported, or who poses a risk of committing or supporting, acts of terrorism or who otherwise is subject to the prohibitions of Executive Order 13224. Member represents and warrants that Member (or any person employed or contracted by Member or otherwise acting on Member’s behalf in connection with this MSA or the MY.music Services) is not, and has not been designated, (a) a “suspected terrorist” as defined in Executive Order 13224, (b) owned or controlled by a “suspected terrorist” as defined in Executive Order 13224, or (c) a member of, related to, associated with, or controlled by any organizations on the list contained in the Annex to Executive Order 13224 and all amendments thereto.

1.32 Sanctions

Member will not use the MY.music Services, in whole or in part, to do business with any country, person or group sanctioned by the United Nations, U.S.A., or Canada, including those identified by the Office of Foreign Assets Control, as updated from time to time. Member will not export the MY.music Services, in whole or in part, to any country, person or group sanctioned by the United Nations, U.S.A., or Canada. Member represents and warrants that Member (or any person employed or contracted by Member or otherwise acting on Member’s behalf in connection with this MSA or the MY.music Services) is not, and has not been designated, (a) a resident of a country sanctioned by the United Nations, U.S.A., or Canada, or (b) a person or member of a group sanctioned by the United Nations, U.S.A., or Canada. Member further represents and warrants that Member (or any person employed or contracted by Member or otherwise acting on Member’s behalf in connection with this MSA or the MY.music Services) is not engaged in any activity which is, or may reasonably be deemed, in contravention of any of the abovementioned sanctions.

1.33 Suspension

MY.music may, at its sole discretion and without prior notice, immediately suspend the MY.music Services and the Member Account if MY.music determines that Member is engaging, or has engaged, in any Abuse of Services or if the Member Account is involved in any way, whether directly or indirectly, in an attack on another person’s server or system (“Third Party Server”) or MY.music Systems. MY.music will promptly notify Member in writing upon suspending MY.music Services pursuant to an Abuse of Services. A suspension based on an Abuse of Services or an attack on a Third Party Server may be implemented until the Abuse of Services or threat has been remedied to MY.music’s sole reasonable satisfaction. Service Fees will continue to accrue during the suspension and Member will ensure timely payment of all Service Fees due. If Member engages in or the Member Account is involved in any Abuse of Services, Member will be responsible for all costs, including labor and other resources, to remedy any damage done to MY.music Systems or attend to complaints received by MY.music.

1.34 Revocation of Domain Name

If Member purchases a domain through MY.music, MY.music may exercise its suspension and termination rights in this MSA against such domain name registration for reasons including (a) Member’s Abuse of Services or other breach of this MSA, or (b) MY.music’s receipt of an arbitration award or order from a court of competent jurisdiction instructing the suspension, termination or transfer of ownership of the domain name. Member acknowledges that Member will not receive any refund whatsoever for any such suspension, termination, transfer, or modification to Member’s domain name registration.

1.35 Survival Clauses

The provisions of this MSA which by their nature continue beyond the termination of this MSA will survive such termination, including the provisions of this MSA relating to ownership, Intellectual Property, representations and warranties, disclaimer, limitation of liability, indemnification, and governing law and jurisdiction.

1.36 Minimum Age Requirement

Member must be at least 18 years of age or the age of majority in the state, province, or country of Member’s residence in order to agree to this MSA and submit an Order Form. If the person wishing to use MY.music Services is under such age of majority (a “Minor”), then such person must have a parent or legal guardian accept this MSA, and submit the Order Form, in the name of the parent or legal guardian in order for the Minor to use MY.music Services. If Member is a parent or legal guardian who accepts this MSA and submits an Order Form on behalf of a Minor, then Member will be the legal owners of the Member Account and primarily liable for (a) the use of MY.music Services by the Minor, and (b) for the Minor’s compliance with this MSA, including timely payment of all Service Fees. Member will remain primarily liable for (a) and (b) mentioned above even after the Minor has reached the age of majority unless Member executes a valid assignment of the Member Account to transfer ownership to the Minor. Any agreement to this MSA or submission of an Order Form by a Minor will be deemed null and void to the extent that MY.music will not be liable in any way as a result of the Minor’s age or legal incapacity or the Minor’s use of the MY.music Services.

1.37 Assignment

Member may not assign or otherwise transfer Member’s respective rights or obligations under this MSA without the prior written consent of MY.music, which will not be unreasonably withheld. Without requiring Member’s prior consent, MY.music may assign or otherwise transfer this MSA, and MY.music’s rights and obligations hereunder, to (a) any of its Affiliates, or (b) to any third party who succeeds to all or substantially all of MY.music’s business, stock or assets. Any assignment or transfer in violation of this MSA will not have any effect against MY.music. This MSA will be binding and have effect upon MY.music and Member and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than MY.music and Member and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities in connection with this MSA. Notwithstanding the foregoing, Member acknowledges that MY.music may, at its sole option, perform any of its duties or obligations hereunder, by itself or with or through any of MY.music’s Affiliates, which will not be deemed an assignment of this MSA.

1.38 Waiver; Severability; Cumulative Rights

No waiver by MY.music of a breach of any provision of this MSA will take effect or be binding upon MY.music unless expressly waived in writing, and such waiver will extend and apply only to the particular breach so waived and will not limit or affect the rights of MY.music in respect of any future breach or in respect of a breach of any other provision hereof. If any portion of this MSA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability will not affect the validity of the remainder of this MSA. Any specific right or remedy provided in this contract will not be exclusive but will be cumulative of all other rights and remedies.

1.39 Non-Solicitation and Relationship of Parties

While a Member of MY.music and for a period of 1 year thereafter, Member will not, individually or in association or in combination with any other person or entity, directly or indirectly solicit for employment, entice away from MY.music, induce, or procure services directly from any employee of MY.music. Nothing in this MSA will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between MY.music and Member. Each of MY.music and Member will be deemed an independent contractor at all times and will not have any right or authority to assume or create any obligation on behalf of the other party except as may be expressly permitted herein. This MSA is for the sole benefit of MY.music and Member only and does not create any rights on the part of any third party, including Member’s customers.

1.40 Non-Exclusivity

MY.music and Member each acknowledge that the relationship between them in connection with the MY.music Services and this MSA is non-exclusive and that MY.music may grant a license to use, market, sublicense, or distribute the MY.music Services, including providing access to the MY.music Systems, to other parties who may engage in the same or similar activities as Member, or who may compete with Member or Member’s goods or services.

1.41 No 3rd Party Beneficiary

The MSA is for the sole benefit of the Parties and does not create any rights on the part of any third party, including Member’s customers. Member acknowledges that MY.music’s obligations under the MSA are to Member only. Member is solely responsible, and MY.music is not responsible, for ensuring Member satisfies all of Member’s obligations to Member’s customers.

1.42 Governing Law

This MSA will be governed and construed in accordance with the laws of the State of Delaware without giving effect to any rule of conflicts of law. Any Claim against a Party in connection with the subject matter of this MSA (or the MSA itself) will be brought in Wilmington, DE. This MSA will not be governed by or construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods.

1.43 Dispute Resolution

All Claims arising out of or relating in any way to this MSA (including requests for specific performance) will be submitted to mandatory binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted pursuant to the AAA’s then current Commercial Arbitration Rules. The arbitration hearing will be conducted in the English language and will take place in Wilmington, DE before a single arbitrator selected in accordance with the Commercial Arbitration Rules. The parties will each bear the costs of the arbitration in equal shares. The parties will also bear their own legal fees (including lawyer fees and witness costs) in connection with the arbitration and the arbitrator may not reallocate the legal fees in conjunction with the award. Any award rendered by the arbitrator will be confirmed in a state or federal court of competent jurisdiction in Wilmington, DE and each of MY.music and Member hereby irrevocably submits and consents to, and waives any objection to, personal jurisdiction and venue in such court.

1.44 Notices

Any notice or other communication between the Parties required or permitted under this MSA will be in writing and will be delivered by commercial courier or transmitted by electronic mail. It is Member’s responsibility to ensure that Member’s contact information is kept up to date with MY.music, and MY.music will not be liable for Member missing any notice or communication as a result of an outdated or seldom accessed address, phone number, or email address.

1.45 Amendments

Member acknowledges that the Internet and information technology industries (and the laws, regulations, policies, and risks associated with them) are constantly and rapidly changing and, as such, Member further acknowledges that MY.music, at its sole reasonable discretion, may update the MSA from time to time to address the changes affecting the MSA and the MY.music Services. If MY.music makes any amendment to the MSA or any portion thereof, such as any Supplemental Terms, MY.music may post a notice on MY.music’s Legal webpage at https://www.my.music/agreements/. Member’s continued use of MY.music Services following notice of the amendment constitutes Member’s agreement and acceptance of the amendments.

1.46 Complete Agreement

This MSA, which includes the Order Forms, Supplemental Terms, and all other agreements, policies, and documents referenced herein, constitutes the complete agreement between MY.music and Member relating to the subject matter hereof and supersedes all prior and other understandings, representations, warranties, and agreements relating hereto – whether verbal, written, or otherwise.

2. Billing Terms

These Billing Terms apply to all persons using MY.music Services.

2.1 Service Fees

Member will pay to MY.music the Service Fees on or before each due date as specified in the Member Portal or invoice (as applicable). Except where Service Fees are calculated based on Member usage or as otherwise provided in the Supplemental Terms, Member acknowledges that Service Fees will start accruing from the time the Member Account is created and MY.music Services are made available to Member, whether or not Member uses the MY.music Services. If the Order Form includes MY.music Services that are billed based on usage, then Member’s Service Fees will vary accordingly in each Billing Cycle depending on Member’s actual usage. If the Order Form includes MY.music Services that are billed based on the time and materials used by MY.music (including any of its Affiliates or Third Party Vendors) such as Professional Services, then Member acknowledges and agrees that Member’s Service Fees are subject to change from the amount described in the Order Form depending on MY.music’s actual time and materials used, provided that MY.music will obtain Member’s prior approval for any additional billable time that exceeds the amount described in the Order Form.

2.2 Billing

Member’s Billing Cycle will start from the time MY.music creates the Member Account and makes the particular MY.music Services available to Member. The Billing Cycle may vary depending on the billing period selected by Member and depending on the particular MY.music Services ordered (different MY.music Services may have different Billing Cycles). Resellers are limited to the monthly Billing Cycle. Unless Member chooses to manually renew Member’s MY.music Services, the Billing Cycle will automatically renew for the same successive period until Member cancels the Member Account or terminates this MSA in accordance with the cancellation provisions and termination provisions herein. If Member elects to manually renew the MY.music Services, Member is solely responsible, and MY.music is not responsible, for ensuring the timely renewal of the MY.music Services to avoid service interruption. Member may elect to change the Billing Cycle, but the new Billing Cycle will take effect only at the end of the current Billing Cycle and upon renewal. The Billing Cycle will end upon the applicable anniversary date the Billing Cycle began (“Due Date”), which will be for Service Fees in advance with adjustments in arrears for Service Fees based on usage, if applicable. The Billing Cycle applies to Service Fees for all MY.music Services except domain name registrations, which are paid according to registration periods as set by the domain name registrar. Member acknowledges that MY.music does not provide invoices and that Member is solely responsibility for viewing information pertaining to the Billing Cycle and Due Date through the Member Portal and ensuring payment of Service Fees before the Due Date. Add-on features to MY.music Services added to the Member Account may be charged monthly or according to the Billing Cycle or otherwise based on an alternate payment schedule as agreed by MY.music when Member orders such features. Add-on features are non-refundable.

2.3 Past Due Amounts

If Member fails to pay the Service Fees on or before the Due Date, then MY.music may charge Member Late Charges to be applied to any portion of the Services Fees unpaid past the Due Date. If the Member Account has Service Fees unpaid past the Due Date, then MY.music may suspend the Member Account (and the MY.music Services associated with it) with or without notice at any time at MY.music’s sole discretion. MY.music may also terminate this MSA and cancel the Member Account in its entirety if the Service Fees remain past due following reasonable notification from MY.music to the contact person listed in the Member Account. Member is solely responsible, and MY.music is not responsible, for keeping Member’s contact information up to date and for any failure to receive such notification of Member Account cancellation.

2.4 Payment Methods

Member will pay the Service Fees via the credit card indicated in the Order Form, which will be selected from one of the following:

(a) Visa
(b) MasterCard
(c) American Express
(d) Discover

Member will provide MY.music with a valid credit card number, associated full name on the credit card, expiration date, and card verification number. Member will notify MY.music in writing of all changes to Member’s credit card, including card number, expiration date, and billing address. For credit card payments, Member hereby authorizes MY.music to automatically charge Member’s credit card each Billing Cycle for Service Fees. Member hereby also consents to MY.music charging Member the chargeback fee assessed against MY.music from the credit card company for each credit card chargeback received by MY.music. Member acknowledges that recurring Service Fees will be charged to Member’s credit card each Billing Cycle until Member cancels the Member Account or otherwise terminate the Order Form or this MSA in accordance with the cancellation provisions and termination provisions of this MSA.

2.5 Taxes.

2.5.1 Chargeable Tax. The Service Fees quoted by MY.music, whether on MY.music’s website, this MSA, any Order Form, quotation, or sales proposal provided to Member, or in Member’s Customer Portal or on Member’s invoice, do not include sales or any other taxes which may be applicable. If any federal, state, provincial or other goods and services tax (excluding any tax levied on property or income) is applicable to Member’s purchase of the MY.music Services (“Tax”) and is required by law to be collected from Member by MY.music, then (a) MY.music will charge Member for such Tax in addition to the Service Fees, (b) Member consents to such Tax being charged to Member, and (c) MY.music will remit such collected Tax to the applicable tax authority.

2.5.2 Audit Cooperation. If MY.music is audited by a tax authority or other governmental entity with legal authority over the matter, Member agrees to reasonably cooperate with MY.music (at MY.music’s expense) in order to respond to any audit inquiries in a proper and timely manner so that the audit, and any resulting controversy, may be resolved expeditiously.

2.5.3 Tax Exemption. If a Tax exemption is available and Member complies with the exemption procedures thereto, including submitting to MY.music all documentation evidencing the exemption, then MY.music will not charge or collect such Tax during the effective period of such exemption.

2.5.4 Withholding Tax. If any applicable tax authority requires withholding taxes be paid on money amounts payable by Member to MY.music pursuant to the MSA (“Withholding Tax”), then Member will (i) be entitled to deduct such Withholding Tax from the money amounts payable to MY.music hereunder, (ii) remit such amounts to the appropriate tax authority, and (iii) provide to MY.music, on a quarterly (every 3 calendar months) basis, the statements of the Withholding Taxes paid.

2.7 Termination and Account Cancellation

This MSA will continue through the Minimum Term and any Renewal Term stated in an Order Form. Member may terminate this MSA, a particular Order Form, or the Member Account in its entirety, only in accordance with the terms herein. MY.music may terminate this MSA or a particular Order Form for convenience upon 30 calendar days’ written notice to Member. Without limiting MY.music’s rights under Abuse of Services and Suspension above, MY.music may also terminate this MSA or a particular Order Form for Member’s material breach upon 2 business days’ written notice to Member if such material breach is uncured within such time.
To cancel the Member Account or particular MY.music Services after the expiration of the Minimum Term or during a Renewal Term, Member must contact MY.music’s customer service department on a Business Day (Monday through Friday, excluding holidays, 8:00 A.M. to 5:00 P.M. Pacific Time) at support@my.music, and must specify the exact MY.music Services, or domain name, that Member is cancelling. The cancellation process is not complete or effective until MY.music confirms the closure of the Member Account by providing Member a confirmation number either over the phone or through email at Member’s contact information recorded on the Member Account. Member acknowledges that there are no pro-rated refunds after the MY.music Services are made available to Member. Cancellation requests must be received at least 30 calendar days before the end of Member’s Billing Cycle or Member’s Billing Cycle will automatically renew for a successive Billing Cycle. MY.music does not monitor, and will not automatically cancel, plans for any problems arising out of or related to domain name transfers, non-usage, InterNIC, Member’s ISP, or any other secondary issues not directly related to the MY.music Services. Cancellation of Member’s MY.music Services does not relieve Member from paying all outstanding balances owed on the Member Account.
Upon any termination of this MSA or the Member Account, MY.music may delete all Member Data residing on MY.music Systems. It is Member’s sole responsibility, and not the responsibility of MY.music, to ensure that all Member Data is either retrieved prior to termination or otherwise backed up on systems other than MY.music Systems or using MY.music Services. Member acknowledges that (a) termination of this MSA or an particular Order Form does not automatically cancel the registration of any of the domain names associated with the Member Account, and (b) the cancellation or expiration of Member’s domain names associated with the Member Account does not automatically terminate this MSA or the other MY.music Services.

This MSA, and all Order Forms, will automatically terminate if Member makes a general assignment for the benefit of Member’s creditors, Member appoints or has appointed on its behalf a receiver, trustee in bankruptcy or similar officer to take charge of all or part of its assets, Member files or has a petition filed against Member for bankruptcy, or Member is otherwise adjudicated insolvent or bankrupt.

2.8 Billing Disputes

MY.music will maintain records of the MY.music Services provided to Member and the billing thereof. If there is an inconsistency between MY.music’s records as stated in the Member Portal and Member’s records, then MY.music’s records will be deemed the controlling records. If Member wants to dispute the amounts, then contact MY.music’s customer service department on a Business Day (Monday through Friday, excluding holidays, 8:00 A.M. to 5:00 P.M. Pacific Time) at billing@my.music. Disputes Member may have over any portion of Service Fees will not exempt Member’s payment obligations for undisputed Service Fees whether such non-disputed amounts pre-date, post-date, or are concurrently dated with the disputed amounts. If Member fails to provide to MY.music written notice of a disputed amount of Service Fees within 7 calendar days after the Service Fees are made available through the Member Portal, then Member will be deemed to have accepted the amounts owed and will be obligated to pay such amounts.

2.9 Price Changes

MY.music may, at its reasonable discretion, add to, modify, remove, or re-price any particular product or service from the MY.music Services with or without notice. Price changes become effective on the next Billing Cycle.

2.10 Collections

Member Accounts in arrears with past due and unpaid Service Fees are subject to collections. In the event of collection, Member will be liable for Late Charges and all costs of collection, including attorney’s fees, court costs, and collection agency fees.

2.11 Currency

Unless stated otherwise, all money amounts stated by MY.music, including on MY.music’s website, this MSA, any Order Form, quotation, or sales proposal provided to Member, the Customer Portal, and any invoice issued by MY.music are in U.S. Dollars.

3. Privacy Policy

This MSA includes MY.music’s Privacy Policy, as amended from time to time, posted at https://www.MY.music/privacy-policy/ (or such other redirected webpage or alternate URL as designated by MY.music), which is incorporated herein by reference (“Privacy Policy”). By agreeing to this MSA, Member is also agreeing to the Privacy Policy.

4. Web & Apps Supplemental Terms

Depending on the type of MY.music Services that Member orders, Member may be subject to certain Supplemental Terms as described herein. If there is any conflict between this MSA and such Supplemental Terms, then the Supplement Terms will govern Member’s use of the applicable MY.music Services to the extent of the conflict. The Supplemental Terms are collectively an integral part of this MSA and supplement the General Terms and Billing Terms above and are hereby incorporated into this MSA by reference.