Terms of Service Summary

This summary is NOT part of the Terms of Service, which you must fully read and consent to in order to use Quidplayer. This summary is intended only as a plain English overview of the Terms of Service. If anything in this summary contradicts the Terms of Service, the Terms of Service will take precedence.

Pay What You Please

  1. You can pay any price to download tracks – including $0.00.

Personal Noncommercial Use of Digital Content

  1. Tracks downloaded from Quidplayer are for personal use only.
  2. You may not sell, transfer, or otherwise distribute tracks to others.
  3. You may not use tracks to produce derivative works.

All Sales Final

  1. Once you complete the checkout process, you will not be entitled to a refund for any reason.
  2. It is your responsibility to keep and maintain the tracks that you download.

Quidplayer Will Keep Your Information Safe

  1. It is Quidplayer’s policy not to share your personal information (name, email, etc.) with any third party without your permission, unless compelled by law or other extreme circumstance.
  2. Quidplayer will ensure that all sensitive information, such as your credit card information, will be transmitted securely.

Terms of Service

PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND QUIDPLAYER, LLC, AND ITS CORPORATE AFFILIATES (COLLECTIVELY, “QUIDPLAYER”). THIS TERMS OF SERVICE AGREEMENT TOGETHER WITH ALL AMENDMENTS, ADDENDA, AND LICENSES, AND COLLECTIVELY WITH ALL QUIDPLAYER RULES AND POLICIES, INCLUDING THE QUIDPLAYER PRIVACY AND SECURITY POLICY (HTTP://WWW.QUIDPLAYER.COM/POLICIES/PRICACY_AND_SECURITY_POLICY) CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND QUIDPLAYER. BY ACCESSING OR USING THE QUIDPLAYER WEBSITE OR QUIDPLAYER SERVICE, YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU HAVE NOT READ THE AGREEMENT OR DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, DO NOT USE THE QUIDPLAYER WEBSITE OR THE QUIDPLAYER SERVICE.

TOC

1. Definitions of the Quidplayer Service and Quidplayer Website

Quidplayer is the provider of a service that permits you to preview and purchase Digital Content and Digital Content Files, including but not limited to sound recordings (including any and all musical compositions embodied therein) (collectively, “Digital Content and Digital Content Files”), under the terms and conditions set forth in the Agreement (“Service” or “Quidplayer Service”). Anyone who accesses or uses the Quidplayer Website or the Quidplayer Service is an “End User.” Among other things, the Quidplayer Service gives an End User the ability: (a) to preview Digital Content and Digital Content Files through an embeddable Digital Content and Digital Content Files player; (b) to purchase Digital Content and Digital Content Files at a price determined in whole or in part by the End User; (c) to provide a gratuity to the author of the Digital Content and Digital Content Files; and (d) to download Digital Content and Digital Content Files. Access to and use of the Quidplayer Service may involve access to and use of the Website located at http://www.quidplayer.com (“Quidplayer Website”).

2. Scope of the Agreement

The Agreement sets forth your rights and obligations with respect to your access to and use of the Quidplayer Website and Quidplayer Service. The Agreement applies to your access to or use of any and all information or data of any kind arising from access to, or use of, the Quidplayer Website or the Quidplayer Service, including, without limitation, any text, graphics, sound recordings, audio, video, and art work.

3. Other Terms and Conditions

If any new products or services become available at the Quidplayer Website or through the Quidplayer Service, your review or use of any such new products or services will be governed by the Agreement, unless Quidplayer notifies you that different terms and conditions shall apply. Additional terms and conditions may apply to purchases of goods and services and to specific portions or features of the Quidplayer Website or the Quidplayer Service, including without limitation contests, promotions, or other similar features, all of which are incorporated by reference into the Agreement. If there is a conflict between the Agreement and the terms posted for or applicable to a specific portion of the Quidplayer Website or Quidplayer Service or for any service offered on or through the Quidplayer Website or the Quidplayer Service, the latter terms shall control with respect to your use of that portion of the Quidplayer Website or the Quidplayer Service or the specific service. In addition, you agree to comply with any additional terms which apply to third party content, material, information, software, or any other services of any kind.

4. Modifications

At any time and at Quidplayer’s sole discretion, Quidplayer may add, delete, or modify the Agreement. Quidplayer will post a notice on the Quidplayer Website of any such addition, deletion, or modification to the Agreement (“Notice of Change of Terms”). Should an End User deem any such addition, deletion, or modification to the Agreement unacceptable, the End User shall stop accessing and/or using the Quidplayer Website, the Quidplayer Website Materials (as defined in Section 3), and the Quidplayer Service. Unless otherwise specifically set forth in the Notice of Change of Terms, all changes to the Agreement shall be effective upon the date Quidplayer posts the Notice of Change of Terms (the “Effective Date”). An End User’s continued use of the Quidplayer Website or the Quidplayer Service following the Effective Date will constitute the End User’s binding acceptance of, and agreement to, the changes specified therein. Each End User should check the Quidplayer Website frequently to review the terms and conditions of the Agreement so that the End User is aware of the most current rights and obligations that apply to use of the Quidplayer Website, the Quidplayer Website Materials, and the Quidplayer Service.

5. Objectionable Material

You understand that by accessing and using the Quidplayer Website and the Quidplayer Service that you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Quidplayer Website and the Quidplayer Service at your sole risk and that Quidplayer shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.

6. Quidplayer Website

6.1 Quidplayer Website Materials

In connection with your access to and use of the Quidplayer Website, you will be able to access certain text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and proprietary information. As between Quidplayer and you, except for any Digital Content and Digital Content Files offered through the Quidplayer Service, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, information, and computer code, including, but not limited to, the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any other materials and information contained on the Quidplayer Website are owned, controlled, or licensed by or to Quidplayer and are protected by trade dress, copyright, patent, and trademark laws and various other intellectual property rights and unfair competition laws under United States and foreign laws and international conventions (collectively, all of the aforementioned materials except Digital Content and Digital Content Files shall be referred to as the “Quidplayer Website Materials”). Subject to the terms of the Agreement, Quidplayer hereby grants to you a limited, personal, non-exclusive, non-sublicenseable, non-assignable, and non-transferable license to use the Quidplayer Website and the Quidplayer Website Materials. The Quidplayer Website Materials available via the Quidplayer Website are provided to each End User “AS IS” and may not be copied, reproduced, retransmitted, distributed, disseminated, sold, broadcast, performed, made available to third parties or circulated to anyone or exploited for any other commercial or noncommercial purposes without the express prior written consent of Quidplayer, except that your browser may “cache” images on the Quidplayer Website solely for browsing purposes. Except as expressly provided herein, you are not granted any rights or licenses to any patents, copyrights, trade secrets, or trademarks with respect to the Quidplayer Website Materials, and Quidplayer explicitly reserves any and all rights not expressly granted hereunder. Other than as expressly permitted herein, you agree not to engage in the use, copying, or distribution of any of the Quidplayer Website Materials obtained through the Quidplayer Website. You further agree not to circumvent, disable, or otherwise interfere with security related features of the Quidplayer Website or any other features that prevent or restrict the use or copying of any Quidplayer Website Materials.

6.2 Restrictions on Access to and Use of the Quidplayer Website

In addition to any other obligations set forth in the Agreement, you hereby agree not to use or launch any automated system, including without limitation, any “deeplink”, “page-scrape”, “robot,” “spider,” “offline readers,” or other automatic device, program, algorithm, or methodology, that accesses, acquires, copies, or monitors any portion of the Quidplayer Website or the Quidplayer Service (or any content of the same) in a manner that sends more request messages to the Quidplayer servers in a given period of time than a human can reasonably produce in the same period via a conventional online web browser, or in any way reproduce or circumvent the navigational structure or presentation of the Quidplayer Website or the Quidplayer Service (or any content of the same), to obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Quidplayer Website or the Quidplayer Service. Quidplayer reserves the right to prevent any such activity. Notwithstanding the foregoing, Quidplayer grants the operators of public search engines permission to use spiders to copy materials from the Quidplayer Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Quidplayer reserves the right to revoke these exceptions either generally or in specific cases.

You agree that you will not attempt to gain unauthorized access to any portion or feature of the Quidplayer Website or the Quidplayer Service or any other systems or networks connected to the Quidplayer Website or the Quidplayer Service or to any Quidplayer server or the server or computer of any Quidplayer End User, or to any of the services offered on or through the Quidplayer Website by hacking, password mining, or any other illegitimate means.

You agree that you may not use, nor allow others to use, the Quidplayer Website or the Quidplayer Service (either directly or indirectly): (i) to attempt to or actually disrupt, impair, interfere with, alter, or modify the Quidplayer Website or the Quidplayer Service or any information, data, or materials posted and/or displayed by Quidplayer or anyone else; (ii) to act in a way that affects or reflects negatively on Quidplayer, the Quidplayer Website, or the Quidplayer Service, or anyone else; or (iii) to harvest, collect, or attempt to collect any information from others including, without limitation, personally identifiable information such as account names and numbers, without such party’s prior consent.

You agree that you are prohibited from violating or attempting to violate the security of the Quidplayer Website or the Quidplayer Service, including, without limitation: (i) accessing data not intended for you or logging onto a processor, communications, or access device; (ii) attempting to probe, scan, or test the vulnerability of the Quidplayer Website or the Quidplayer Service or to breach any implemented security or authentication measures, regardless of your motives or intent; or (iii) attempting to interfere with or disrupt access to or use of the Quidplayer Website or the Quidplayer Service by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code. Any such violations or attempted violations of system or network security by you may result in civil or criminal liability to you. Quidplayer reserves the right to investigate occurrences, which may involve such violations or attempted violations, and Quidplayer may involve, provide information to, or cooperate with law enforcement authorities in prosecuting any End User who is involved in any such violations.

You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal that you send to Quidplayer on or through the Quidplayer Website or any service offered through the Quidplayer Website. You may not pretend that you are, or that you represent, someone else or impersonate any other individual or entity.

You may not access or use the Quidplayer Website or the Quidplayer Service for any purpose that is unlawful or prohibited by the Agreement, or solicit the performance of any illegal activity or other activity which infringes the rights of Quidplayer or others (specifically including, without limitation, copyright infringement).

6.3 Third Party Links and Materials on the Quidplayer Website

The Quidplayer Website may be linked to other sites on the World Wide Web that are not under the control of or maintained by Quidplayer. Such links do not constitute an affiliation with or endorsement by Quidplayer of any such sites. You acknowledge that Quidplayer is providing these links to you solely as a convenience to you, and you agree that Quidplayer is not responsible for the content or links displayed on such sites to which you may be linked. Quidplayer does not endorse or make any representations about these Websites, or any content found thereon. If you access any of the third party Websites linked on this Quidplayer Website, you do so at your own risk.

The Quidplayer Website may contain materials submitted by third parties. Any such materials are provided solely as a convenience to you. Quidplayer has not tested or evaluated these materials and does not endorse or make any representations about these materials or your use thereof. If you use any of the third party materials, you do so at your own risk. In no event shall Quidplayer be liable for any loss, claim, damages, or costs that may arise in connection with your use of these materials.

6.4 Inaccuracies on the Quidplayer Website

Your use of the Quidplayer Website is at your own risk. The Quidplayer Website may include inaccuracies or errors that may affect the quality of the information provided on the Quidplayer Website and a possibility exists that unauthorized additions, deletions, and alterations have been made to the Quidplayer Website by unauthorized third parties. The information has not been independently verified or authenticated in whole or in part by Quidplayer. Although Quidplayer attempts to ensure the integrity of the Quidplayer Website, it makes no guarantees whatsoever as to the completeness, correctness, or accuracy of the Quidplayer Website. More specifically, Quidplayer does not warrant the accuracy or timeliness of the Quidplayer Website Materials, and Quidplayer has no liability for any errors or omissions in the information provided. Furthermore, the prices and availability of products and/or services, including the Quidplayer Service, available via the Quidplayer Website may at any time change without notice to you. In the event that such an inaccuracy arises, please inform us so that it may be corrected.

6.5 Exception for Artists

To the extent you are an Artist/Digital Content and Digital Content Files Provider and have agreed to be bound by the Quidplayer Artist Agreement, the Artist Agreement is controlling over these Terms of Service. Any term or condition in these Terms of Service that is inconsistent with the Artist Agreement is deemed superseded by the Artist Agreement.

7. Quidplayer Service

7.1 Quidplayer Service Materials

In connection with your access to and use of the Quidplayer Service, you will be able to access certain text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and proprietary information. As between Quidplayer and you, except for any Digital Content and Digital Content Files offered through the Quidplayer Service, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, information, and computer code, including, but not limited to, the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any other materials and information contained within the Quidplayer Service are owned, controlled, or licensed by or to Quidplayer and are protected by trade dress, copyright, patent, and trademark laws and various other intellectual property rights and unfair competition laws under United States and foreign laws and international conventions (collectively, all of the aforementioned materials except Digital Content and Digital Content Files shall be referred to as the “Quidplayer Service Materials”). Subject to the terms of the Agreement, Quidplayer hereby grants to you a limited, personal, non-exclusive, non-sublicenseable, non-assignable, and non-transferable license to use the Quidplayer Service and the Quidplayer Service Materials solely for your own Personal Noncommercial Use (as defined herein). “Personal Noncommercial Use” includes the right: (i) to purchase, license, and download Digital Content and Digital Content Files as described in these Terms of Service in various electronic formats (subject to license restrictions and/or any fees that might be applicable to you for such downloads) and (ii) to purchase other services or products that are made available to you via the Quidplayer Website or the Quidplayer Service. For the avoidance of doubt, “Personal Noncommercial Use” does not include the right to create or prepare a derivative work, to reproduce or make copies other than for your own personal use, or to distribute copies or otherwise use any of the Quidplayer Service Materials in any commercial manner whatsoever. The Quidplayer Service Materials available via the Quidplayer Service are provided to each End User “AS IS” and for the End User’s “Personal Noncommercial Use” and may not be copied, reproduced, retransmitted, distributed, disseminated, sold, broadcast, performed, made available by you to third parties or circulated by you to anyone or exploited by you for commercial or noncommercial purposes other than your “Personal Noncommercial Use” as described above without the express prior written consent of Quidplayer, except that your browser may “cache” images on the Quidplayer Website solely for browsing. Except as expressly provided herein, you are not granted any rights or licenses to patents, copyrights, trade secrets, or trademarks with respect to the Quidplayer Service Materials, and Quidplayer explicitly reserves any and all rights not expressly granted hereunder. Other than as expressly permitted herein, you agree not to engage in the use, copying, or distribution of any of the Quidplayer Service Materials obtained through the Quidplayer Service. You further agree not to circumvent, disable, or otherwise interfere with security related features of the Quidplayer Service or any other features that prevent or restrict the use or copying of any Quidplayer Service Materials.

7.2 Downloading Digital Content and Digital Content Files

The Quidplayer Service includes the ability to download and Digital Content Files to a personal computing device (including a personal computer or a portable device) and to save the Digital Content and Digital Content Files to memory (including a hard drive, flash memory, or optical disc) (hereinafter, “Download” or each such activity may be referred to as “Downloading” or a “Download” and the results of such activity may be referred to as “Download(s)”). You agree that your Downloading any Digital Content and Digital Content Files constitutes your acceptance of and agreement to use the Digital Content and Digital Content Files solely in accordance with the license grant provided in this Section 7 of these Terms of Service. You acknowledge that access to and use of Digital Content and Digital Content Files may require the use of hardware and/or software and that any such hardware or software is your responsibility. In some cases, Downloading Digital Content and Digital Content Files will incur a fee. In the case that the payment of a fee is required, you will be made aware that a cost will be incurred and asked to explicitly accept the charges prior to commencement of Downloading. If Quidplayer charges you a fee, Quidplayer has itself (or has been granted by any necessary third party rights holder) any rights that may be required in order to permit you to Download the Digital Content and Digital Content Files and to use the same pursuant to the terms of the Agreement. After you purchase Digital Content and Digital Content Files, an e-mail containing links to the Digital Content and Digital Content Files will be sent to an e-mail address you provide. Unused, the links are valid only on a temporary basis, as indicated in the e-mail (e.g., an unused link may be valid for up to seven (7) days). Once you use a link and initiate a Download of Digital Content and Digital Content Files, the used link will be valid for only a short period of time, as indicated in the e-mail (e.g., a used link may be valid for up to one (1) hour after the first use). After any link, used or unused, has expired, the link cannot be reactivated and the purchased Digital Content and Digital Content Files accessible by that link can no longer be Downloaded by that link. If the Digital Content and Digital Content Files are still available, you may complete another purchase transaction to Download the Digital Content and Digital Content Files. Other than through another purchase transaction, where available, Digital Content and Digital Content Files cannot be replaced for any reason. Once Digital Content and Digital Content Files are purchased and you receive the Digital Content and Digital Content Files, it is your responsibility not to lose, destroy, or damage the Digital Content and Digital Content Files. Quidplayer has no liability to you in the event of any loss, destruction, or damage.

7.3 All Transactions Final

All requests made by you for a Download shall be final and, once you complete a check-out process and agree to pay a fee, if any, to Download Digital Content and Digital Content Files, you shall not be entitled to any refunds for the amount of the fee for that Download.

7.4 License to Digital Content and Digital Content Files

Regardless of the use of the word “purchase” used throughout the Agreement in reference to Downloading Digital Content and Digital Content Files, all Digital Content and Digital Content Files offered for Download pursuant to the terms of the Agreement are offered for license by Quidplayer to you as an End User pursuant to this Section 7, and not for purchase or for sale. The license of all Digital Content and Digital Content Files is subject to the Agreement and any other license terms and conditions applicable to the Digital Content and Digital Content Files. Quidplayer and its licensors, as applicable, retain all right, title and interest in and to the Digital Content and Digital Content Files. If you request a “purchase” of Digital Content and Digital Content Files by Download through the Quidplayer Service and you make payment to Quidplayer of any applicable fees, subject to the Agreement, Quidplayer hereby grants to you a limited, terminable, revocable, non-exclusive, non sub-licensable, non-assignable, and non-transferable license to use the Digital Content and Digital Content Files solely for your own Personal Noncommercial Use. For purposes of this Section 7, “Personal Noncommercial Use” includes the right to play back the Digital Content and Digital Content Files from any compatible device (including your personal computing device, CD player, digital player, or other personal consumer electronic device). For the avoidance of doubt, “Personal Noncommercial Use” does not include the right to create or prepare a derivative work, to reproduce or make copies other than for your own personal use, to perform any aspect of the Digital Content and Digital Content Files publicly or display any aspect of the Digital Content and Digital Content Files publicly or to distribute copies or otherwise use the Digital Content and Digital Content Files in any commercial manner whatsoever.

For the avoidance doubt, the limited license to Digital Content and Digital Content Files granted in this Section 7 does NOT include, without limitation, any of the following:

7.5 Legal Limitations on Digital Content and Digital Content Files

Quidplayer derives its rights to use, sell, and/or license the Digital Content and Digital Content Files available to End Users from artists, publishers, record labels, and/or other rights holders subject to certain limitations, such as, for example, licenses for fixed periods of time and/or for limited territories. As such, Quidplayer may find it necessary to limit the availability of certain Digital Content and Digital Content Files that may have previously been available through the Quidplayer Service or to limit an End User’s access to certain Digital Content and Digital Content Files in order for Quidplayer to adhere to certain legal restrictions and obligations. Therefore, certain Digital Content and Digital Content Files offered or advertised by Quidplayer may not always be available to an End User, and not all Digital Content and Digital Content Files may be available to certain End Users residing in certain countries and/or territories outside of the United States.

7.6 Restrictions on Access to and Use of the Quidplayer Service, the Quidplayer Service Materials, and Digital Content and Digital Content Files

You may not: (i) permit other individuals to use the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files; (ii) alter or modify the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files other than as reasonably necessary to use the Quidplayer Service for its intended purpose; (iii) translate, reverse engineer, decompile, or disassemble (except to the extent that this restriction is expressly prohibited by law) the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files; (iv) create derivative works based upon the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files; (v) copy the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files other than as expressly permitted elsewhere herein; (vi) sell, rent, lease, transfer, distribute, broadcast, display, provide or otherwise assign to any third party any rights to the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files; (vii) remove any proprietary notice or labels on the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files; (viii) use the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files in connection with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction; (ix) use the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files for any commercial purpose or any illegal purpose; (x) use the Quidplayer Service or the Quidplayer Service Materials to invade the privacy of, or obtain personally identifiable information about, any End User, or to obtain a list of End Users; (xi) copy, modify, erase or damage any information contained on computer servers used or controlled by Quidplayer or any third party such as another End User used in connection with the Quidplayer Service; (xii) use the Quidplayer Service, the Quidplayer Service Materials, or the Digital Content and Digital Content Files to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable or use any data mining, robots or similar data gathering and/or extraction tools in connection with the Quidplayer Service; (xiii) use the Quidplayer Service or the Quidplayer Service Materials to post or transmit any unsolicited advertising or promotional materials; (xiv) access or use any password protected, secure or non-public areas of the Quidplayer Service except as specifically authorized in writing by Quidplayer; (xv) impersonate or misrepresent your affiliation with any person or entity; or (xvi) use any automated means to access or use the Quidplayer Service or the Quidplayer Service Materials (including scripts, bots, or similar software).

8. Availability of the Quidplayer Website and the Quidplayer Service

Quidplayer will make reasonable efforts to keep the Quidplayer Website and the Quidplayer Service operational. However, certain technical difficulties, routine site maintenance/upgrades, and other events may, from time to time, result in temporary interruptions to the Quidplayer Website or the Quidplayer Service. In addition, Quidplayer reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Quidplayer Website or the Quidplayer Service, with or without notice. You agree that Quidplayer shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Quidplayer Website or the Quidplayer Service.

9. Enforcement of Intellectual Property Rights

You acknowledge that Quidplayer will aggressively enforce its intellectual property rights as stated herein to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution, as applicable.

10. Privacy

10.1 Quidplayer Privacy Policy

Quidplayer respects the privacy of all End Users and has established certain policies and procedures relating to the collection and use of End Users’ personally identifiable information, and any other personal information disclosed to Quidplayer in connection with End Users’ use of the Quidplayer Website and the Quidplayer Service. Our Privacy and Security Policy is set forth at http://www.quidplayer.com/policies/privacy_and_security_policy.

10.2 Preservation of Data

You acknowledge and agree that Quidplayer may, but has no obligation to you and is not required under the Agreement, (i) to preserve any and all transmittals or communications of data by you through the Quidplayer Website, the Quidplayer Service, or any service offered on or through the Quidplayer Website or Quidplayer Service, and/or (ii) to disclose such data if required to do so by law or if Quidplayer determines that such disclosure is reasonably necessary (a) to comply with legal process, (b) to enforce the Agreement, (c) to respond to claims that any such transmittal, communication, or data violates the rights of others, or (d) protect the rights, property, or personal safety of Quidplayer, its employees, agents, and End Users and the public.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS AND ALL DIGITAL CONTENT AND DIGITAL CONTENT FILES IS AT YOUR SOLE RISK. THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS AND ALL DIGITAL CONTENT AND DIGITAL CONTENT FILES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. QUIDPLAYER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (i) THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS AND ALL DIGITAL CONTENT AND DIGITAL CONTENT FILES; AND (ii) THE PRODUCTS AND SERVICES OFFERED THROUGH THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS AND ALL DIGITAL CONTENT AND DIGITAL CONTENT FILES, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. QUIDPLAYER MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS OR ANY DIGITAL CONTENT AND DIGITAL CONTENT FILES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. QUIDPLAYER ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS OR ANY DIGITAL CONTENT AND DIGITAL CONTENT FILES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS OR ANY DIGITAL CONTENT AND DIGITAL CONTENT FILES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER QUIDPLAYER, ITS OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES, AND/OR THIRD PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF DATA (EVEN IF ADVISED OF THE POSSIBILITY THEREOF), ARISING IN ANY WAY FROM THE CONTENT OR INFORMATION OFFERED THROUGH THE QUIDPLAYER WEBSITE, THE QUIDPLAYER WEBSITE MATERIALS, THE QUIDPLAYER SERVICE, THE QUIDPLAYER SERVICE MATERIALS OR ANY DIGITAL CONTENT AND DIGITAL CONTENT FILES. DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN FIFTY DOLLARS ($50.00).

13. Indemnity

You agree to defend, indemnify, and hold Quidplayer (including its officers, employees, licensors, suppliers, partners, affiliates, and/or third party service providers) harmless against any losses, expenses, costs, or damages (including reasonable attorneys’ fees, expert’s fees, and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (i) your breach of, or failure to comply with, the Agreement, or (ii) your use of the Quidplayer Website or the Quidplayer Service. Quidplayer may, in its discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect Quidplayer’s rights or obligations shall be made without Quidplayer’s prior written approval. Quidplayer reserves the right, at its own expense and upon notice to you, to assume exclusive defense and control of any such claim or action, at which point your corresponding indemnification obligation will end.

14. Violation of the Agreement and Termination

Quidplayer may, in its sole discretion and without prior notice, terminate your access to or use of the Quidplayer Website, the Quidplayer Website Materials, the Quidplayer Service, the Quidplayer Service Materials or the Digital Content and Digital Content Files and/or block your future access to or use of the Quidplayer Website, the Quidplayer Website Materials, the Quidplayer Service, the Quidplayer Service Materials or the Digital Content and Digital Content Files, if Quidplayer determines in its sole discretion that you have violated the Agreement, including any and all license restrictions related to the Digital Content and Digital Content Files. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Quidplayer for which monetary damages would be inadequate. You consent to Quidplayer obtaining any injunctive or equitable relief that Quidplayer deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Quidplayer may have at law or in equity. You agree that Quidplayer may, in its sole discretion and without prior notice, terminate your access or use of the Quidplayer Website, the Quidplayer Website Materials, the Quidplayer Service, the Quidplayer Service Materials or the Digital Content and Digital Content Files at any time and for any reason, with or without cause.

15. Notice and Takedown Procedure

Quidplayer is committed to resolving any copyright infringement issues according the Digital Millennium Copyright Act as outlined in this Notice and Takedown Procedure.

15.1 Copyright Infringement Notification.

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of title 17 of the United States Code (the "Copyright Act") to confirm these requirements):

Such written notice should be sent to our designated agent by email to:

support@quidplayer.com, Subject: Quidplayer DMCA Copyright Infringement Notification

or written communication to:

DMCA Complaints
ATTN: Copyright Infringement Notification
Quidplayer, LLC
PO BOX 115
Bala Cynwyd, PA 19004

15.2 What Happens Next?

After we receive your copyright infringement notification, we will expeditiously take down the work(s). We will attempt to notify the alleged infringer of the copyright infringement notification and point them to the procedure for counter-notification. We will not share your personal information with the alleged infringer.

If we receive a relevant counter-notification from the alleged infringer, we will forward it to you. You will have 10 days to notify us that you have filed an action seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on Quidplayer. If we receive such a notification, we will not restore the material. If we do not receive such notification, we may reinstate the material.

Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.

15.3 Counter-Notification.

The process for counter-notifications is governed by Section 512(g) of the Copyright Act: http://www.copyright.gov/legislation/dmca.pdf

To file a counter notification with us, you must provide a written communication that sets forth the items specified below.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

15.4 Elements of Counter-Notification.

A sample counter notification may be found at: http://www.chillingeffects.org/dmca/counter512.pdf. To expedite our ability to process your counter notification, please use the following format (including section numbers):

Send email to the following address:

support@quidplayer.com, Subject: Quidplayer DMCA Counter-Notification

or written communication to:

DMCA Complaints
ATTN: Counter-Notification
Quidplayer, LLC
PO BOX 115
Bala Cynwyd, PA 19004

15.5 What Happens Next?

A sample counter notification may be found at: http://www.chillingeffects.org/dmca/counter512.pdf. To expedite our ability to process your counter notification, please use the following format (including section numbers):

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Quidplayer. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

16. General

16.1 Access and Use Where Prohibited

Access to and use of the Quidplayer Website and the Quidplayer Service are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section 16.1 of the Terms of Service.

16.2 Local Laws and Export Control

By accessing and using the Quidplayer Website and the Quidplayer Service, you acknowledge and agree that Quidplayer controls and operates the Quidplayer Website and the Quidplayer Service from its headquarters in the United States of America and that the Quidplayer Website and the Quidplayer Service are intended for viewing in the United States. Quidplayer makes no representation that the materials are appropriate or will be available for use in other locations outside of the United States. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Quidplayer Website and the Quidplayer Service are solely directed to individuals, companies, or other entities located in the United States. Quidplayer reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Quidplayer Website or the Quidplayer Service is void where prohibited. If you use the Quidplayer Website or the Quidplayer Service from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Quidplayer Website or the Quidplayer Service in violation of United States export laws and regulations.

16.3 Applicable Law and Venue

Any action related to the Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard to the choice or conflicts of law provisions of any jurisdiction. If Quidplayer brings a claim against you for any reason under the Agreement or in connection with your access to or use of the Quidplayer Website or the Quidplayer Service, you agree to submit to the jurisdiction of the federal and state courts located in the Commonwealth of Pennsylvania.

16.4 Dispute Resolution

Quidplayer intends to resolve any and all disputes that may arise between it and its participants in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Quidplayer in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Quidplayer shall respond within ten (10) business days with identical information from its perspective. You and a representative of Quidplayer shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Quidplayer deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Quidplayer fail to resolve the matter, you shall then proceed to litigation in the forum described in Section 16.3 of these Terms of Service.

16.5 Severability

If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

16.6 No Waiver

No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.

16.7 Surviving Provisions and Limitation on Causes of Action

Any provision which must survive in order to allow Quidplayer to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your access to or use of the Quidplayer Website, Quidplayer Website Materials, the Quidplayer Service, or the Digital Content and Digital Content Files, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

16.8 Costs for Legal Action

If Quidplayer does take any legal action against you as a result of your violation of the Agreement, Quidplayer will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Quidplayer. You agree that Quidplayer will not be liable to you or to any third party for termination of your access to, or use of, the Quidplayer Website, Quidplayer Website Materials, the Quidplayer Service, the Quidplayer Service Materials or the Digital Content and Digital Content Files as a result of any violation of the Agreement.

16.9 Entire Agreement

The Agreement, which includes this Terms of Service Agreement together with all amendments, addenda, and licenses, and all Quidplayer rules and policies, including the Quidplayer Privacy and Security Policy, constitutes the entire agreement between the End User and Quidplayer with respect to the Quidplayer Website, the Quidplayer Website Materials, the Quidplayer Service, the Quidplayer Service Materials, and all Digital Content and Digital Content Files. Except for any inconsistent term or condition contained in any Artist Agreement to which you and Quidplayer are parties, the Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Quidplayer with respect to the same.