Terms & Conditions - Neo Soul Cypher

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES

Welcome to NeoSoulCypher.com®, a division of June Six Ventures, LLC

This is the official Terms of Use Agreement (“Agreement”) for NeoSoulCypher.com® (“Site,” “we,” “us,” or “our”). By using or visiting this web site (collectively, including all Member Content (as defined below) available through the NeoSoulCypher.com® domain name, the ” NeoSoulCypher Site” or “Site”) or registering for this service, you represent and warrant that you have read, understand, and have the legal capacity to, and hereby accept all the terms and conditions of this Agreement, and agree to be legally bound by this Agreement. This Site is offered and made available only to users 13 years of age or older who reside in the United States of America.

PARENTAL ADVISORY: If you are not yet 13 years old, or do not reside in the United States, please discontinue using the Site immediately, or if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately because by using or attempting to use the Site, you certify that you are at least 13 years of age and meet any other eligibility and residency requirements of the Site. If you believe that we might have any information from or about a child under the age of 13, please contact us at info@NeoSoulCypher.com.

MODIFICATIONS: We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement. We will post or display notices of material changes on the Site and we may, but are not required to, also e-mail you about these changes. Once we post them on the Site, these changes become effective immediately, and if you use the Site after they become effective, it will signify your agreement to be bound by the changes. It is your responsibility to check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. You should keep a copy of this Agreement and/or download it to your computer hard drive for your records.

Use of the Site and Services
User Name: NeoSoulCypher may require each user to have a unique user name/login and password combination in order to access and use certain features or functions of the Site and may also, from time to time, provide users with additional codes or passwords necessary to access and use certain features or functions of the Site. Please read our Privacy Policy, which describes the personally identifiable information (“Personal Information”) we collect, use, disclose, manage and store. As part of a registration process for the feature or function, you will choose a user name and password (or we may assign an initial password, which we will give you the option to change). Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. However, you may be held liable for losses incurred by NeoSoulCypher or any other user of or visitor to the Site due to someone else using your username, password or account. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name, password, account or any other need to deactivate your user name, password or account due to security concerns.
License to NeoSoulCypher’s Services: NeoSoulCypher.com™ grants to you a limited, non-exclusive, non-transferable license to access and use the NeoSoulCypher Services in the United States for personal non-commercial purposes only. If you use any of the NeoSoulCypher’s Services, this license is contingent upon your compliance with any other terms and conditions applicable to you as a user. Any violation by you may result in the immediate termination of your right to use the NeoSoulCypher Services. NeoSoulCypher reserves all rights, titles and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE NEOSOULCYPHER’S SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
Ownership of Intellectual Property
NeoSoulCypher: All content (with the exception of Member Content, as defined below) of the NeoSoulCypher.com® Site and Service, including, but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Content, owned, controlled or licensed by or to NeoSoulCypher and is the proprietary property of NeoSoulCypher, its suppliers, affiliates, or licensors. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via third party web sites or other networked computer environment) without the express prior written consent of NeoSoulCypher.com™ and/or its suppliers, affiliates, or licensors. All rights reserved. “NeoSoulCypher,” “NeoSoulCypher.com,” “Your Music, Your Life, Your Way™”, “Neo Soul for the Web”, “Classic Hip Hop for the Web,” “The celebration of all things Neo Soul and all things Classic Hip Hop”, “Where Neo Soul and Classic Hip-Hop Connect!” and “The Total Neo Soul Experience” taglines and the NeoSoulCypher logo are, without limitation, trademarks, service marks or registered trademarks of NeoSoulCypher, LLC and may not be copied, imitated, or used, in whole or in part, without NeoSoulCypher’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners. NeoSoulCypher may have trademarks, copyrights, or other intellectual property rights covering subject matter in its Site and/or Service. Unless we have granted you licenses to our intellectual property in this Agreement, our providing you with such web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
Member Content: NeoSoulCypher.com® does not claim any ownership rights in any music, information, materials, data, files, photographs, communications, footage, opinions, and other materials (“Member Content”) you post, store, or exchange through the NeoSoulCypher Site or Service; you continue to retain all ownership rights in such Member Content. Member Content is the sole responsibility of the person from which such Member Content originated. This means that you, and not NeoSoulCypher, are entirely responsible for all Member Content that you upload, post, email, transmit or otherwise make available through the Site or Service. To the extent that NeoSoulCypher provides you with an opportunity to post, store and exchange Member Content, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, NeoSoulCypher, its contractors, and the users of the NeoSoulCypher Site an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such content and to prepare derivative works of, or incorporate into other works, such Member Content on the NeoSoulCypher Site or Service. This license does not grant NeoSoulCypher the right to sell Member Content or sublicense through or otherwise distribute it outside of NeoSoulCypher’s Site or Service; provided, however that streaming of content on third party web sites via embedded widgets shall not be deemed a distribution outside of NeoSoulCypher’s Site or Service.
Postings: Your comments, suggestions and information are important to us. Portions of this Site may provide you and other users an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us, the Site or other users (“Post” or “Postings”). You understand, acknowledge and agree that such Postings are the sole responsibility of the person from which such Postings originated. This means that you, the user, and not this Site, are entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available via the Site. Postings do not reflect the views of NeoSoulCypher.com™ or June Six Ventures, LLC. We do not monitor, endorse, edit or screen any Postings, although we reserve the right to do so, nor shall we be liable for any Posting that is in violation of this Agreement. In no event shall the Site or NeoSoulCypher have or be construed to have any responsibility or liability for or in connection with any Posting whatsoever; however, if we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use the Site; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on NeoSoulCypher.com®. If a Posting originates from you or your account, you hereby agree that: (a) you are placing the Posting in the public domain without reservation of any rights or further control over the Posting or its use and you specifically authorize the Site and NeoSoulCypher to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that: (i) the Posting is original to you or fully cleared for use as contemplated herein, (ii) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any federal or state statute or regulation, (iv) the Posting is not obscene or in any other manner unlawful, (v) the Posting shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting; (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Posting in the public domain and grant NeoSoulCypher the right to use such Posting as described above; (d) we have the right to delete, re-format and/or change your Posting in any manner that we may determine (although you will not be responsible for any such changes made); and (e) you will not be entitled to any compensation because of the use or exploitation by us or any third party of any videos and other Postings you make to us or any ideas or concepts contained therein, and the submission of a video or other Posting, and/or any posting or display thereof, is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any video or other Posting that you or anyone else submits to or through the Site, you acknowledge and agree that you shall not be entitled to any compensation therefore. The amount of storage space on the Site per user is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings. Posting is for noncommercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.
Dealing With Advertisers

Occasionally, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from third parties (collectively, the “Advertisers”) such as our advertisers, sponsors, or promotional partners as a result of your use of the Site. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

Restrictions
Standard Of Conduct: You agree NOT to use NeoSoulCypher.com’s Services for any activity that violates applicable federal, state, local or international law, or for any unlawful purpose. You shall not: 1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; 2. harm minors in any way; 3. impersonate any person or entity, including, but not limited to, a NeoSoulCypher official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; 4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the NeoSoulCypher Service; 5. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; 6. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 7. interfere with or disrupt the NeoSoulCypher.com’s Services or servers or networks connected to the NeoSoulCypher Services, or disobey any requirements, procedures, policies or regulations of networks connected to the NeoSoulCypher Services, including using any device, software or routine to bypass our robot exclusion headers; 8. “stalk” or otherwise harass another; and/or 9. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
Notice and Procedure For Making Claims of Copyright Or Intellectual Property Infringement NeoSoulCypher respects the intellectual property of others, and we ask our users to do the same. NeoSoulCypher may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide NeoSoulCypher’s Copyright Agent the following information: 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2. a description of the copyrighted work or other intellectual property that you claim has been infringed; 3. a description of where the material that you claim is infringing is located on the site; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. NeoSoulCypher’s Agent for Notice of Claims of Copyright or Other Intellectual Property Infringement can be reached as follows: By mail: Copyright Agent c/o NeoSoulCypher LLC P.O. Box 630101 Irving, TX 75063 Phone: 866.NEO.SOUL Email: info@NeoSoulCypher.com
Notice of Take Down If the user’s conduct, comments, and/ or postings violate the standard of conduct or infringe someone’s copyright or other intellectual property rights, NeoSoulCypher will notify user of his/her or their violating actions and order them to take down the offending material immediately. Should the user fail to comply with NeoSoulCypher’s notice, the user’s account will be deactivated or terminated. Further, the user may be liable for their infringing activities by the copyright or intellectual property owner.
Deactivation/ Termination Of Your Registration:

You may deactivate your account on the NeoSoulCypher.com® Site, at any time and for any reason, by, among other means, logging in to your account, clicking “Account Settings” at the top of any page, and then clicking the “Delete My Account” link and following the instructions. We may terminate your use of and registration on the Site, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

Disclaimer Of Warranties
NEOSOULCYPHER DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME NEOSOULCYPHER MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME WITHOUT NOTICE TO YOU. b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY NEOSOULCYPHER) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THAT ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SITE, INCLUDING, WITHOUT LIMITATION, POSTINGS AND MATERIALS ASSOCIATED WITH OUR USE OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. c. IN NO CASE SHALL NEOSOULCYPHER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR ANY MALICIOUS CODE, DELAYS OR INACCURACIES. d. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, NEOSOULCYPHER’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. e. NEOSOULCYPHER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND NEOSOULCYPHER HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANYWAY. f. NEOSOULCYPHER DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND NEOSOULCYPHER DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED FROM THE SITE THAT ARE STORED IN YOUR SYSTEM.
Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTEND PERMISSIBLE BY LAW, THIS SITE (NEOSOULCYPHER.COM®), NEOSOULCYPHER LLC, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDES, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR FROM THIS AGREEMENT. SUCH LIMITATION WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR SERVICE, ANY INTERACTIONS BETWEEN MEMBERS, WHETHER ONLINE OR OFFLINE, OR FOR DAMAGES INCURRED BY YOUR BREACH OF THIS AGREEMENT. THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, NEOSOULCYPHER’S DAMAGES, IF ANY, TO YOU SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO NEOSOULCYPHER FOR SERVICES HEREUNDER. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD NEOSOULCYPHER, ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SERVICE PROVIDERS, AND SUPPLIERS HARMLESS FROM ANY DISPUTE ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR SERVICE OR FROM A BREACH OF TERMS OF THIS AGREEMENT OR YOUR REPRESENTATIONS AND WARRANTIES. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD NEOSOULCYPHER HARMLESS FROM ANY CLAIMS AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, RELATED TO YOUR VIOLATION OF THIS AGREEMENT.

Applicable Law Governing This Agreement

This Agreement, together with any Additional Terms, Rules, our Privacy Policy and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and NeoSoulCypher.com® and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Site, 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). This Agreement and your use of the Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL JURY.

This Terms of Use Agreement is effective immediately.