Terms
MUSICSHAKE, INC., ITS PARENT, SUBSIDIARIES AND AFFILIATES (TOGETHER, "MUSICSHAKE") PROVIDES ITS WEBSITE AFFILIATES.MUSICSHAKE.COM (THE "SITE"), EDUCATION WEBSITE EDU.MUSICSHAKE.COM (THE "EDUCATION SITE"), AND RELATED SERVICES (TOGETHER, THE "MUSICSHAKE SERVICES") TO YOU, AN EDUCATION SITE AFFILIATE ("YOU" OR "YOUR"), SUBJECT TO THIS USER AGREEMENT ("AGREEMENT") AND THE MUSICSHAKE AFFILIATE PRIVACY POLICY. MUSICSHAKE CAN CHANGE THIS AGREEMENT AT ANY TIME BY SENDING YOU AN EMAIL NOTICE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST CEASE USING MUSICSHAKE SERVICES. IF YOU DO NOT CEASE USING MUSICSHAKE SERVICES, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE. IF YOU HAVE ANY QUESTIONS ABOUT THE AGREEMENT, YOU MAY CONTACT US AT INFO@MUSICSHAKE.COM.
Affiliate Account Registration and Requirements
You must establish an account with Musicshake (your "Account") to use the Site. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Musicshake, directly or through third parties, to make any inquiries we consider necessary to validate your Registration Data. Notwithstanding the foregoing, you acknowledge that Musicshake cannot guarantee the accuracy of any information submitted by any user of Musicshake Services, nor any identity information about any user. You must be 18 years of age or older to access Musicshake Services. Musicshake cannot absolutely control whether minors or adults gain unauthorized access to Music Services. By accepting this Agreement in connection with an Account, you represent that (i) you are at least 18 years of age; (ii) you have read and accept this Agreement. You are fully responsible for all activities conducted through your Account or under your Account name. At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorizing the disclosure of, your password or from use by any person of your password to gain access to your Account. At no time should you respond to an online request for a password other than in connection with the log-on process to Musicshake Services. Your disclosure of your password to any other person is entirely at your own risk. Account registrations are limited per unique person. Musicshake does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, and any such attempt shall be null and void. Musicshake has the right to suspend or terminate your Account at any time, without notice, refund or liability to you. In the event that Musicshake suspends or terminates your Account or this Agreement, you understand and agree that you shall receive no refund or exchange, including for any unused Shake Cash, time on a subscription, of any remaining license or subscription fees, any content or data associated with your Account, or for anything else. Your Account may be suspended or terminated for your breach of this Agreement or your payment delinquency (in each case as determined in Musicshake's sole discretion).
Relationship of Parties
This Agreement will not be construed to create any employment relationship, agency relationship, or partnership between Musicshake and you. You will provide services for Musicshake as an independent contractor. You will have no authority to bind Musicshake into any agreement, nor will you be considered to be an agent of Musicshake in any respect.
Use of Referral Codes
The use and display of the Referral Codes on your site and other forms of communication will conform to the following terms, conditions and specifications:
(i) You may not use any graphic, textual or other materials to promote Musicshake's website, products or services other than the Referral Codes, unless Musicshake agrees to such other materials in writing prior to their display.
(ii) You may only use the Referral Codes for the purpose of promoting Musicshake's website (and the products and services available thereon), and for linking to Musicshake's website.
(iii) The Referral Codes will be used to link only to Musicshake's website, to the specific page and address as specified by Musicshake.
Representations and Warranties
You represent and warrant that the Referral Codes will not be displayed or linked on sites containing any materials that are:
(i) Sexually explicit, obscene, or pornographic;
(ii) Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
(iii) Graphically violent, including any violent video game images; or
(iv) Solicitous of any unlawful behavior
You have obtained any necessary clearances, licenses, or other permission for any intellectual property used on your website. Nothing on your website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor do you have any reason to believe that any person or entity will bring or threaten such a claim in the future. You will not publish or otherwise distribute any advertising materials for your website that reference Musicshake or Musicshake's website unless Musicshake gives prior written consent to the distribution of such materials. You will not use Musicshake's name (or any name that is confusingly similar to Musicshake's name) for any purpose on its website, in its promotional materials, or in any other context except to promote Musicshake's website as specified in this Agreement. You will not register any domain name that incorporates Musicshake's name, or that is confusingly similar to Musicshake's name. You will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing the referral code, Musicshake or Musicshake's website.
Commissions
For your compliance with and performance of the terms and conditions of this Agreement, Musicshake will credit you a referral fee (the "Commission") in the amount of US $50.00 for every first-time paid subscriptions using your referral code. Musicshake will keep accurate and up-to-date records of the data used to determine the total amount of Commission owed to you. You may check your statement in the ''Credits" section of your account. You may request payment as soon as you have reached the Payment Threshold of $100.00 in unredeemed credit. On the Redeem Credit page, you may choose between an Amazon gift card or PayPal as the payment method. Musicshake may change the methods of payment that are available, and certain methods of payment may not be available for all balances. Musicshake will pay all Commissions accrued and payable to Affiliate within 15 days of the first day of each month (the "Commission Payment Date"). In the event that you breach this Agreement and Musicshake terminates this Agreement, then any accrued and payable Commissions owed to you will be forfeited, and Musicshake will not be obligated to pay such Commissions.
Taxes
Musicshake will not be responsible for any taxes owed by you arising out of your relationship with Musicshake as set forth in this Agreement. Musicshake will not withhold any taxes from the Commissions paid to you. You are responsible for providing the W-8 or W-9 form before making a request for payment.
Confidentiality
Any information that you are exposed to by virtue of your relationship with Musicshake under this Agreement, which information is not available to the general public, will be considered to be "Confidential Musicshake Information." You may not disclose any Confidential Musicshake Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Musicshake.
Term
This Agreement will remain in full force and effect indefinitely, or until terminated pursuant to this Section. Either Party will have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Severability
If any part or parts of this Agreement will be held unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision will be deemed to be construed as so limited.
DISCLAIMERS OF INDEMNIFICATION WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION
All data on Musicshake's servers are subject to deletion, alteration or transfer. When using Musicshake Services, you may accumulate content that reside as data on Musicshake's servers.
THESE DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON MUSICSHAKE'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN MUSICSHAKE'S SOLE DISCRETION. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU CREATE USING MUSICSHAKE SERVICES, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, MUSICSHAKE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON MUSICSHAKE'S SERVERS. YOU UNDERSTAND AND AGREE THAT MUSICSHAKE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.
DISCLAIMER OF WARRANTIES
YOUR USE OF MUSICSHAKE SERVICES IS AT YOUR SOLE RISK. MUSICSHAKE SERVICES, INCLUDING THE SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS, MATERIALS AND CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MUSICSHAKE AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MUSICSHAKE DOES NOT MAKE ANY WARRANTY THAT (A) MUSICSHAKE SERVICES OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT MUSICSHAKE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH MUSICSHAKE SERVICES WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT MUSICSHAKE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH MUSICSHAKE SERVICES OR ANY CONTENT CONTAINED THEREIN.
YOU EXPRESSLY AGREE THAT USE OF MUSICSHAKE SERVICES, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT MUSICSHAKE DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH MUSICSHAKE SERVICES. EXCEPT AS OTHERWISE AGREED IN WRITING, MUSICSHAKE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH MUSICSHAKE SERVICES.YOU ACKNOWLEDGE THAT MUSICSHAKE MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUSICSHAKE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL MUSICSHAKE OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH MUSICSHAKE SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), INCLUDING THE SITE, THE MUSICSHAKE PROGRAM, CONTENT, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, MLAs OR MPLA WHETHER OR NOT MUSICSHAKE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL MUSICSHAKE'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED TWENTY DOLLARS (US$20.00). SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO TO THE EXTENT THAT ANY SUCH LIMITATION IS IMPERMISSIBLE, SUCH LIMITATION MAY NOT APPLY TO YOU. YOU AGREE THAT MUSICSHAKE CANNOT BE HELD RESPONSIBLE OR LIABLE FOR ANYTHING THAT OCCURS OR RESULTS FROM ACCESSING OR SUBSCRIBING TO MUSICSHAKE SERVICES.
Indemnity
You agree to defend, indemnify and hold harmless Musicshake, its parent, subsidiaries, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to Musicshake Services; (ii) your violation of any term of this Agreement, MLAs, and the MPLA; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of your submitted content caused damage to a third party, or (v) your actions caused loss of content. This defense and indemnification obligation will survive this Agreement and your use of Musicshake Services.
General Provisions
Musicshake makes no representation that any aspect of Musicshake Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access Musicshake Services from other locations are responsible for compliance with applicable local laws.
Musicshake's failure to act with respect to a breach by you or others does not waive Musicshake's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Musicshake under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Musicshake. All or any of Musicshake's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of Musicshake Services in a merger, acquisition or sale of all or substantially all of Musicshake's assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of Musicshake, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Musicshake shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Musicshake.
You will resolve any claim, cause of action or dispute ("Claim") you have with Musicshake arising out of or relating to this User Agreement, MLAs, and MPLA, and any other supplemental agreements between you and Musicshake exclusively in a state or federal court located in Los Angeles County, California. The laws of the State of California will govern this Agreement, as well as any claim that might arise between you and Musicshake, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Los Angeles County, California for the purpose of litigating all such claims.
This Agreement sets forth the entire understanding and agreement between you and Musicshake with respect to the subject matter hereof. The section headings used herein, including descriptive summary sentences at the start of each section, is for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Musicshake may give notice to you by means of a general notice on our website, after log-in to your Account, by electronic mail to your e-mail address in our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All notices given by you or required under this Agreement shall be faxed to 213.596.9107.