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Placed in effect as of 8/18/2021 (the “Effective Date”)

1. Introduction

 

Thank you for using AvenueAR (henceforth sometimes referred to as “us”, “our”, “we”, or “AvenueAR”), a subsidiary of Avenue AR, LLC, a Delaware limited liability company. Our intention in creating AvenueAR is to give performance artists and songwriters an efficient and confidential platform on which to deliver songs and recordings to music industry professional for the sole purpose of obtaining an evaluation of the product delivered. You agree and acknowledge that by using the services of AvenueAR you ARE NOT thereby submitting your material to any record label, music publisher or other entertainment company with which a professional evaluator may affiliated either currently or in the past. By creating an Master Account on AvenueAR, 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 AvenueAR 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 AvenueAR, as specified herein.

This agreement includes both our Privacy Policy as well as our Terms and Conditions. (collectively referred to as the “Entire Agreement” or the “Agreement”). If you desire to refer to the terms of the Agreement at any time, we will maintain an up-to-date version of them on our website and on any mobile versions. In order to use AvenueAR or its array of Services, if you at any time feel that you cannot comply with the Agreement, or do not agree with the terms set forth in the Entire Agreement, you agree to discontinue use of the Services and Proprietary Content offered by AvenueAR and/or delete any Master Accounts you may have created.

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 AvenueAR 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 other than the United States where AvenueAR and its collective Services are available (see the chart below):

Country Name

Age Requirement

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

Brazil

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

Nicaragua, Taiwan

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

Italy

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

Malaysia

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

Lithuania

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

Canada

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

Spain

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

Certain countries, including Turkey for example, also have limitations regarding 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 AvenueAR and the appropriate safeguards will be built into your account.

2. Changes to the Agreement

 

From time to time AvenueAR 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 Master Account page or revising the Effective Date. In some cases, AvenueAR 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 AvenueAR 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 Master Account and any User Content, as hereinafter defined. If you choose to terminate your Master Account on AvenueAR and have uploaded Recordings or other User Content that is subject to copyright law, you hereby agree to grant to AvenueAR 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 Master Account.

3. Using AvenueAR

 

The goal of AvenueAR is to create a virtual online artist evaluation process where artist members can interact with professional music representatives, including without limitation A&R reps, producers, record label executive and social media influencers. Each member is a “User(s).” Users of AvenueAR may participate in AvenueAR either as an artist or as an industry professional. Industry professionals are offered the opportunity to participate in AvenueAR by invitation only, while any artist can join by completing the online sign up. Every User must, at a minimum, create what is known as a “master account,” and then select how they will interact on AvenueAR (the “Master Account”). Industry professional may select as many professional designations as they desire. Each Master Account has its own set of specific allowed activities and certain restrictions and benefits.

AvenueAR’s Service and Proprietary Content are entirely the property of AvenueAR or any licensees or agents. We hereby grant you a limited, revocable, non-exclusive license to make use of AvenueAR’s Services and Proprietary Content for personal, non-commercial entertainment purposes only (“the License”), provided that you fully understand and agreed that in some types of accounts, you will be entitled to price your product and sell to other AvenueAR Users in order to receive revenues. This License will remain in effect unless and until it is terminated by either you or AvenueAR. 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 AvenueAR’s Service or Proprietary Content.

Furthermore, through your use of AvenueAR, you and/or the owners of the copyrights and intellectual property (i.e. songwriters, publishers, artists, and labels) agree to grant AvenueAR a binding, exclusive, transferable, worldwide license to perform (via digital audio transmission), display, copy, distribute your Intellectual Property, and allow derivative works to be prepared therefrom, for the purpose of achieving commercial advantages both for you and for AvenueAR. Unless a separate negotiated and written agreement is executed, AvenueAR does not claim any rights or ownership in the copyrights or any derivatives prepared as a result of a Users’ participation in AvenueAR. Any transfer of ownership or licensing of rights will be established either directly between AvenueAR and a copyright holder, or by agents selected to represent each party or by the Users themselves. You understand that, as an interactive subscription service, AvenueAR is not required to establish an account with SoundExchange either in your or its own name to receive revenues for performance of digital audio transmissions, and that neither AvenueAR’s license agreement nor it operation will be subject to the stipulations or requirements established by SoundExchange.

As a User of AvenueAR, you understand and agree that you may not use your account to send unsolicited “spam” emails, whether commercial, political, or otherwise, to other AvenueAR Users, and that we have the right to terminate your account or disable your ability to send emails or other messages from your account.

AvenueAR was conceived of and created primarily to generate a comfortable environment in which recording artists and the recording industry can interact, and to create and thriving market for recording music. Users who are recording artists can select industry professionals and pay them to review their recordings and provide professional feedback. Users who are industry professionals are paid if they review the recordings within thirty (30) days. Thus, artists and industry professionals have the ability to enter into side agreements in order to commercially profit from the exploitation of the recordings. As a User artist, you understand that you have the right to purchase reviews from industry professionals for a charge, and that the amount of which will be established by AvenueAR, and therefore can be changed at any time and without prior notice to you. If as a User you disagree with the price you pay for review of the recordings or the amount you are paid to review a recording, your sole and exclusive remedy for that discontent is to delete AvenueAR and any software by which you access AvenueAR. AvenueAR 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.

3.1 Our Services & Paid Subscription Options

 

AvenueAR may offer additional services in the future that will be available only on a paid subscription basis (the “Paid Service”). If so, this Paid Service will not affect the Services and Content offers to Users on the basis of its free subscription. These Paid Service may be offered on either a limited time or quantity basis, so therefore every User may not have the ability to gain access to the Paid Service. In the instance that such Paid Service is offered, we will explain to you the additional Services and Proprietary Content that may be available for use to you both on a free and paid basis at the time you sign up. If you decide to cancel your subscription to the Paid Service after that time, or if your subscription to the Paid Service is interrupted for any reason, including non-payment, you might not be capable of re-subscribing to the Paid Service, however, your free Account will not be affected except that you will not be able to access the additional Services and Proprietary Content offered in the Paid Service. You also understand that the Paid Service can be discontinued by AvenueAR in the future, and in this case, you will not be charged any longer for your subscription to the Paid Service.

3.3 Trials, Codes, Gift Cards and other Prepaid Offers

3.3 Trials, Codes, Gift Cards and other Prepaid Services and Offers

 

Occasionally, AvenueAR or other entities may, on our behalf, offer free or reduced-rate trials to the Paid Service (“Trial”). AvenueAR maintains the right, and can use our discretion, to determine whether or not you are eligible for a Trial, and, though subject to applicable law, to discontinue or modify a Trial at any time without any prior notice and without liability, to the greatest extent possible under applicable law. In addition, if you have bought or been given a code, gift card, prepaid offer, or other offer made available by or sold via or on behalf of AvenueAR in order to get access to the Paid Service (“Special Offers”), separate terms and conditions pursuant to such offer may apply to your access to the Services and Proprietary Content we provide, and in that instance you agree to abide by any terms and conditions such as these.

 

For some Trials and Special Offers, we may require that you provide your payment details in order to start a Trial or take advantage. At the end of offers such as these, we may automatically begin billing you for the applicable Paid Service on the very first day following the end date of your Trial, on a recurring basis, once monthly. By giving us your payment information together when signing up for the Trial, you consent to this recurring charge using the given payment details. You will be given the right to cancel the applicable Paid Service through your account on AvenueAR, either by terminating your account or through our Subscription page. If you do not wish to be charged each month for the Paid Service, you must either terminate your AvenueAR account or cancel the Paid Service before the end of the monthly service period. AvenueAR will not refund you for the amount that you paid for the month in which your subscription to the Paid Service was terminated, and your subscription to the Paid Service cannot be ended before the end of the monthly period for which you have already paid. The section on limitations further describes the terms surrounding the cancellation of your subscription to the Paid Service. Prepaid services are not refundable. When submitting a song to an executive you will need to have enough credits in your account. You will need to purchase prepaid credits to submit songs to executives. Submissions and prepaid credit purchases of $20, $30, or $100 are not refundable. You pay for us to deliver the song to an executive. Once you make the payment the delivery is made based on your choice and cannot be refundable. We guarantee the revision of your material within 45 business days. 

3.4 Our Use of Original Musical Content and Sound Recordings

Users have the ability to upload demonstration recordings to their Master Accounts and are given the opportunity to have the recording evaluated by an industry professional and/or license the use of those Recordings and/or the underlying Songs to other Users. These activities are not monitored by AvenueAR and are subject to any written agreements between the Users. As used throughout this Agreement, the term “Songs” means any original lyrical and musical content created and uploaded by you to AvenueAR’s Services. As stipulated in 17 U.S. Code 114 (h)(2)(B) AvenueAR maintains and may generally exercise the right to grant other Users the ability to listen to 45-second previews of finished sound recordings created by you that embodies the Songs (“Recordings”). These Recordings are available and accessible on various webpages within AvenueAR. This ability is intended to help Songwriter and Publisher Users generate interest in and license the Songs or Recordings, thereby creating income for all those involved in the songwriting, recording, marketing, and overall music-making process.

As a User, you also hereby grant, and therefore understand and agree, that AvenueAR has the exclusive, irrevocable right to do the following throughout the world (the “Territory”):

A. Deliver any Song or Recording uploaded to AvenueAR to members of its professional evaluation team most of whom are independent individuals affiliated with companies other than AvenueAR, neither of which are affiliated with AvenueAR. All AvenueAR evaluators are independent contracts;

B. Print the lyrics and or sheet music of any Song or Recording uploaded to AvenueAR’s Services;

C. Collect any and all income that is related to the evaluation of the Songs and Recordings and distribute revenue to the industry professional Users after deducting an administrative fee;

D. Without limiting the previously enumerated rights, license: (1) all broadcast and digital public performances; (2) the manufacture, distribution and sale, and reproduction of records which embody one or more of the Songs and/or Recordings created and listed on User Accounts, whether physically or electronically; ( 3) the synchronization of Songs and Recordings in connection to, but not limited solely to, television programs, motion pictures, video games and advertisements; (4) the use of any Songs and Recordings in connection with merchandising purposes and activities; and (5) if possible and applicable, the utilization and performance of any Songs or Recording uploaded to AvenueAR, including though not limited to connection with movies, television programs, video games and advertisements;

E. Use the names, likenesses, signatures, pictures/photographs, and biographical information of all Users, together with any affiliated trademarks, service marks or trade names, with the intent of exploiting and/or promoting the Songs and the Recordings on AvenueAR Services, and/or in the corporate marketing and promotion, both online and in traditional print and audio and/or visual media related to AvenueAR or any of its affiliated companies. This grant is a non-exclusive right, coupled with an interest, that is in perpetuity and throughout the world.

As a current or formerly subscribed user of AVENUEAR.com, you understand and agree that from time to time AVENUEAR executives may interview A&Rs, music supervisors, and other executives in the music industry, and you agree that some of your material submitted to AVENUEAR   (i.e. pictures, songs, demos, Youtube links) may be reviewed by industry professionals, and you agree that those reviews can be displayed publicly at the sole discretion of  AVENUEAR on other web systems or other media sites not limited to YOUTUBE.com, Facebook.com, etc. As a current or formerly subscribed user of AVENUEAR, you also grant the rights for all material you submit to AVENUEAR to be publicly displayed while educating the public about how AVENUEAR works and how the industry professionals review your material. You understand the reviewers may comment positively or negatively about the work submitted to AVENUEAR.com, and that these are personal views expressed that AVENUEAR cannot control, and you agree that this material submitted to AVENUEAR can be displayed publicly at the sole discretion of AVENUEAR, including even if you have canceled services with AVENUEAR. 

Notwithstanding anything in this Agreement to the contrary, in the event that a User elected to participate in the streaming service provided by AvenueAR, it further agrees that the rights granted in Subsections 3.4 A-E above may also be sublicensed to certain third-party social media influencers in the sole discretion of AvenueAR, and that these sublicensees may exercise the Subsection 3.4 A-E rights to promote User’s Songs and Recordings on their third-party websites, provided, however, that the agreements that AvenueAR has with such third-party sublicensees shall specifically state that appropriate credit must be given to the User, that no commercial use shall be made of the Songs and Recordings, and that no derivative works shall be creates therefrom. The sublicenses shall be in perpetuity and royalty free. User understands and agrees that AvenueAR does not maintain any control over the third party websites to which it grants sublicenses and therefore User agrees to hold AvenueAR free from any and all claims related to these third-party sublicense agreements pursuant to Section 17 below.

All AvenueAR trademarks, trade names, logos, service marks, domain names, software, applications and/or any other features of AvenueAR’s brand, Services and Proprietary Content (the “IP Content”) are the sole property of AvenueAR 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 AvenueAR’s IP Content. All third-party software included in AvenueAR’s IP Content, if any, are licensed to you under the Agreement or under any relevant third party’s license terms. You agree and acknowledge that AvenueAR may sublicense the songs and recordings you submit to AveTUNE to certain third-party social media influencers in their sole discretion and that these sublicensees may exercise the Subsection 3.4 A-E rights to use and promote your songs and recordings on their third-party websites without payment of any royalties.

4. User- Generated Content

 

4.1 User-Generated Content Pertaining to Users apart from Songs or Recordings.

Any and all reviews, 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 AvenueAR’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 AvenueAR.

AvenueAR 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. AvenueAR does not endo rse 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 AvenueAR), 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 AvenueAR, 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 AvenueAR or any artist, songwriter, label, publisher, manager, or fan that uses the AvenueAR platform, or any individual or group/entity outside of AvenueAR 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 AvenueAR, and in such circumstances, the feedback you give (if you choose to do so) will be deemed non-confidential, and AvenueAR maintains the right, but not the obligation, to use any such feedback in an unrestricted manner.

AvenueAR 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 AvenueAR’s judgment, violates the Agreement. AvenueAR 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 AvenueAR’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 AvenueAR regarding User Content, Songs or Recordings that you have posted, then, to the greatest extent possible under local law, you will hold AvenueAR 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.

4.2 User Content Pertaining to Users who are creators and copyright owners of original compositional and musical content, audio digital or otherwise

 

You grant AvenueAR perpetual, irrevocable, completely paid, worldwide license to use, reproduce, translate, modify, distribute, perform, and generally make available to the public any of your User Content, specifically including Songs and Recordings as set forth herein, in connection with our Services and Proprietary Content through any medium, whether alone or in conjunction with other materials or content, in any way and by any means, technology or method, whether currently known or hereafter conceived and created, without any compensation therefor. Aside from the rights specifically granted to AvenueAR in the immediately preceding sentence, you retain ownership of all rights, including intellectual property rights, in User Content.

You agree that you will not store, upload, send, transmit, distribute, perform, store, make available, continue to make available, or make available to the public by any other means Songs or Recordings for which you do not hold the necessary rights and/or permissions to use. Specifically, the unauthorized use of material protected by copyright for purposes of creating Songs and/or Recordings (including through distribution, adaptation, public display, public performance, preparation of derivative works, reproduction, modification, making available or otherwise communicating to the public through AvenueAR), 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 agree that your will not violate the publicity, personality, intellectual property, privacy, or other rights of anyone else or imply affiliation with or endorsement of you or your Songs and/or Recordings by AvenueAR or any Artist, Songwriter, Record Label, Publisher, Manager, or Fan that uses the AvenueAR platform, or any individual or group/entity outside of AvenueAR without the express written consent from aforementioned individual or group/entity.

If AvenueAR, acting in good faith and reasonable discretion finds infringing or fraudulent activities or omissions taken on your part or on the part of any of your affiliates, any costs that might be incurred by AvenueAR (including reasonable attorney’s fees and expenses) in connection to the fraudulent act or omissions may, in addition to any other remedies, be deducted by AvenueAR from any money which would otherwise be payable to you by AvenueAR. Moreover, if in our good and reasonable business judgement AvenueAR decides to hire an attorney for the purpose of reviewing or responding to any claim of fraud and/or infringement with respect to an Songs, AvenueAR will, following solely our discretion, maintain the right to deduct from your AvenueAR account or charge you directly a minimum of three-hundred dollars ($300) to counteract costs associated with legal fees and expenses.

5. User Guidelines

 

We at AvenueAR 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 AvenueAR’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 AvenueAR’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 AvenueAR 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 AvenueAR’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 AvenueAR, 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 AvenueAR User or non-AvenueAR user, or using any other User’s username (or Login ID) and password;

- Using any and all automated means to reap information from AvenueAR (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 an account or the content included on said Account, unless otherwise permitted under this Agreement.

We ask that you respect AvenueAR and all other AvenueAR 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 AvenueAR 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 AvenueAR;

- 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 AvenueAR.

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 account on AvenueAR. You also acknowledge and agree that AvenueAR maintains the right to reclaim your username at any time for any reason, as judged by the sole discretion of AvenueAR.

AvenueAR maintains no responsibility for your choice to post content on our platform, nor are we responsible for what your posts may contain. Please use AvenueAR 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 AvenueAR maintains the right to share content, post User Content, and make certain information about you available to the Public.

Your password protects your Master Account as a User, and you retain full responsibility for maintaining the confidentiality of your password. AvenueAR 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 Master Account by a third party, we ask that you notify AvenueAR 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. AvenueAR 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.

6. Intellectual Property Infringement and reporting User Content

 

AvenueAR 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 AvenueAR by filling out our notice form. If we are notified by a copyright holder that User Content infringes upon a copyright, AvenueAR 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 AvenueAR 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.

7. Limitation of our Services and Alterations

 

We at AvenueAR 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 AvenueAR from time to time. To the greatest extent possible under applicable law, AvenueAR 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 AvenueAR 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 AvenueAR to the extent that it is allowed under applicable law. AvenueAR and/or the owners of any User Content can and may, intermittently, remove User Content without notice, to the extent allowed under applicable law.

8. Customer Support

 

If you need customer support with 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 AvenueAR.

 

9. Export Control

 

AvenueAR’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, Cuba, or Sudan; and (B) are not a denied individual or entity as flagged in the above regulations.

10. Term and Termination of the Agreement

 

The Agreement applies until terminated either by AvenueAR or you. You acknowledge and consent, however, to the fact that AvenueAR 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. AvenueAR can and nay 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 AvenueAR terminates the Agreement, or if AvenueAR 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 Master Account on AvenueAR, 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.

11. Warranty and Disclaimer 

 

While AvenueAR 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 AvenueAR 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, AvenueAR 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.

 

AvenueAR does not guarantee that the Services or Proprietary Content are free of any and all malware or any other harmful viruses or components. Furthermore, AvenueAR 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 AvenueAR’s Services or any hyperlinked website, or featured in any advertisement or banner. You acknowledge and agree that AvenueAR cannot be held responsible or liable (financially or otherwise) for any possible transaction between you as an AvenueAR User and any third-party suppliers or any third-party application or product or Service advertised on or via AvenueAR’s Services. As you would with any purchase outside of AvenueAR, we pragmatically remind you to exercise due caution and use your judgment where appropriate.

 

No information or advice given to you by AvenueAR signifies any warranty on the behalf of AvenueAR 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.

 

12. Limitation

 

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 AvenueAR is to uninstall any software you have on your device(s) that allow you to access AvenueAR and to discontinue using any and all Services provided by AvenueAR. Though AvenueAR 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 AvenueAR, to the greatest possible extent under applicable you, you acknowledge and agree that your only and exclusive response, as it pertains to AvenueAR, 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 AvenueAR, 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 AvenueAR, and third-party application, or third party application content, without regard of any legal theory, without regard to whether or not AvenueAR 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 AvenueAR, 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.

13. Third Party Rights

 

You acknowledge and understand that as the owner of AvenueAR, Avenue AR, LLC (“Avenue AR, LLC”) 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 AvenueAR, 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 AvenueAR and you, and Avenue AR, LLC is neither party to the Agreement nor responsible or liable for the Services provided by AvenueAR or any content generated within AvenueAR’s platform. Avenue AR, LLC maintains no obligation or responsibility in any sense to oversee any maintenance or support services as they pertain to AvenueAR’s Services. To the greatest extent possible under applicable law, Avenue AR, LLC maintains no other warranty obligation at all as it would pertain to the Services provided by AvenueAR.

 

Avenue AR, LLC is not to be held responsible for addressing any claims made by you or any third party as they related to AvenueAR’s Services or your possession and/or use of AvenueAR’s Services, including, though not limited to:

 

(A) claims surround product liability;

 

(B) any claim that the Services provided by AvenueAR fail to conform to any applicable regulatory or legal requirement; and

 

( C ) claims that come about under consumer protection legislation or any similar legislation. Avenue AR, LLC 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 AvenueAR 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 AvenueAR. Avenue AR, LLC, and any of Avenue AR, LLC third party subsidiaries, are third party beneficiaries of this agreement, and by your acceptance of the Agreement and from the moment of acceptance onward, Avenue AR, LLC 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.

14. The Agreement

 

Aside from anything stated as such in this section, or explicitly agreed upon in writ between you and AvenueAR, the Agreement constitutes all the conditions and terms that you and AvenueAR have agreed upon, and supersedes any prior agreements made pertaining to the subject matter of the Agreement, whether oral or written.

15. 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 AvenueAR to enforce the Agreement or any stipulation held therein shall not waive AvenueAR’s or any of AvenueAR’s third-party beneficiary’s right to do so.

16. Assignment 

 

AvenueAR maintains the right to assign the Agreement or any part found therein, and AvenueAR 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.

17. Agreement to Indemnify AvenueAR

 

To the greatest extent permissible under applicable law, you agree to indemnify AvenueAR and hold AvenueAR 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 AvenueAR; ( C ) any activity that you engage yourself in on or via the Services that AvenueAR provides; and (D) a violation which you commit of any law or the rights of any third party.

18. Choice of law, mandatory arbitration and venue

 

15.1 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 California, 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 Orange County California 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. Certain differences are indicated in the chart found below:

Country

Choice of Law

Jurisdiction

Poland, Italy

The Laws of Sweden

Exclusive jurisdiction; jurisdiction belongs to courts of local country

Turkey

The Laws of the State of California, U.S.

Non-exclusive jurisdiction.

Brazil

The Laws of Brazil

Exclusive Jurisdiction; jurisdiction belongs to the State and Federal courts of Sao Paulo, in the State of Sao Paulo, Brazil

Canada

The Laws of the 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 Laws of the State of California, U.S.

Exclusive Jurisdiction; Jurisdiction granted to either the State and/or Federal Courts located in Orange County California.

Estonia, Hong Kong, Latvia, Lithuania

The Laws of the State of California, U.S.

Non-Exclusive Jurisdiction; jurisdiction belongs to the Courts of Sweden

Spain

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

To the extent that AvenueAR is not governed by the provisions of these differing jurisdiction, it does not acknowledge or accept these statutes nor any codes of conduct as being mandatory in connection with any of the Services or Content under the Agreement. Notwithstanding anything to the contrary contained in this paragraph, it is the stated intention of the parties to this Agreement that the laws of the State of California be used for interpretation of this Agreement and as the controlling law for any conflict or legal issue that arises hereunder.

18.2 Class Action Waiver

 

Where allowed under applicable law, you and AvenueAR 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 AvenueAR 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.

 

18.3 Arbitration

 

If you are located in, are based in, maintain offices in, or conduct business in a jurisdiction in which this section (20.3) can be enforced, the below mandatory arbitration stipulations apply to you:

18.3.1 Resolving Disputes and Arbitration

 

You and AvenueAR both agree that any all and disputes, claims, or controversies that arise between you as a User and AvenueAR related in any way to our Services or in connection with our Services or with your relationship with AvenueAR 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.

18.3.2 Exceptions to the Arbitration and dispute resolution Stipulations

Notwithstanding the above clause (20.3.1), both you and AvenueAR 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.

 

18.3.3 Rules for Filing and Carrying out Arbitration

Either you or AvenueAR 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 AvenueAR 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 AvenueAR 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, AvenueAR 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 AvenueAR 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 AvenueAR for all money previously paid by AvenueAR 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 AvenueAR 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.

 

18.3.4 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.

18.3.5 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 AvenueAR has no physical address on file for you, by electronic mail (email), (“Notice”). AvenueAR’s address is Avenue AR, LLC, 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 AvenueAR may begin an arbitration proceeding. During said arbitration, the amount of any settlement offer put forth either by you or by AvenueAR 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, AvenueAR 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 AvenueAR 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 AvenueAR are in dispute, the existence of any arbitration, or a decision or away (if any) of the arbitrator.

18.3.6 Alterations

 

If AvenueAR 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 Master Account with AvenueAR will be terminated immediately, though these arbitration provisions, as they were in effect immediately before the rejected changes, will survive.

18.3.7 Enforceability

 

If the class action waiver found in section 20.2 is found unenforceable in the process of arbitration, or if the entirety of this section (20) is found to be unenforceable, then all of section 20.3 (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 section 20.1 that shall govern any action which arises from or in relation to the Agreement.

With respect to all User Content, and to the degree that such are applicable to AvenueAR’s provision of its Services, AvenueAR will process such data in accordance with regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or “GDPR”) as well as the California Consumer Privacy Act of 2018 (CCPA), both of which purport to give consumers more control over the personal information that businesses like AvenueAR collect about them. If you wish to contact AvenueAR regarding your rights under either the GDPR or the CCPA, please notify us at the address below.

 

 

20. Contact Us

 

If you have any questions about these terms and conditions, or with regard to copyright or privacy issues, please contact us using the following information:

 

AVENUEAR, LLC

251 LITTLE FALLS DRIVE

WILMINGTON, DE

19808