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Last modified: September 1, 2020
These Terms of Use (these “Terms”) govern the relationship between RYSE Up Inc., a Delaware corporation (the “Company,” “us,” “we” and words of similar import) and you regarding your use of the artistic talent and programming development service (the “Service”), which includes this website at http://www.ryseup.com/ (the “Website”), and any mobile application or related services we provide.
Use of the Service is also governed by the Company’s Privacy Policy, the current version of which can be found at http://www.ryseup.com/[insert link] (the “Privacy Policy”), which is incorporated herein by reference.
IMPORTANT – PLEASE READ CAREFULLY
THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE OR ANY CONTENT OFFERED THROUGH THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE. IF YOU WERE USING A BETA VERSION OR OTHER VERSION OF THE SERVICE OFFERED PRIOR TO YOUR ACCEPTANCE OF THESE TERMS, THESE TERMS ALSO APPLY TO YOUR PAST USE OF THAT BETA OR OTHER VERSION OF THE SERVICE.
1.1 — License Grant for Service. Subject to your agreement to, and continuing compliance with, these Terms and all other relevant Company policies, the Company grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Service through a web browser or our mobile or other software application. As used in these Terms, “Other User” means another licensee or user of the Service; “All Users” means you and all Other Users.
1.2 — Minimum Age Requirement. An individual must be at least 18 years of age to use the Service.
1.3 — Accounts and Access. You must register for an account through the Service (an “Account”). You may only register for one Account. An “Account Holder” means the person or entity in whose name an Account is registered. A “Third Party Account” means an Account not registered by you.
1.4 — Use of the Service: The following restrictions apply to the use of the Service:
You accept full responsibility for any unauthorized use of the Service by parties not authorized to use any of your Accounts. Additionally, you are responsible for any use of your credit card or other payment instrument (e.g. PayPal) incurred by parties using your Account;
You shall not create an Account using a false identity or false information, or on behalf of someone other than yourself;
Without first obtaining the written permission of the Company, you shall not register for an Account or in any way use the Service if the Company has removed, suspended, or otherwise terminated any Account registered for by you, or on your behalf or if the Company has notified you that you may not use the Service;
You shall not use your Account to advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages to anyone;
You shall not use the Service to engage in any illegal conduct;
You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without the Company’s written permission;
You shall not reproduce, distribute or publicly display any content you access through the Service unless such content is clearly marked as “public” and you have been given the right to view such content; and
You shall not do anything with any content you access through the Service that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.
1.5 — Account Information and Management.
Information Provided When Setting Up Account. When creating or updating an Account on the Service, you are required to provide the Company with certain personal information for yourself or for the individual acting on your behalf if you are a User who is not an individual, which may include (but is not limited to) personal information such as name, birth date and email address, and, in some cases, payment information (“Account Information”). Account Information will be held and used in accordance with the Privacy Policy. You agree that you will supply accurate and complete Account Information to the Company, and that you will update such information when and as it changes.
Login Information. The following rules govern the security of your Login Information:
You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
In the event you become aware of, or reasonably suspect, any breach of security, including without limitation any loss, theft or unauthorized disclosure of the Login Information, you must immediately notify the Company and change the password on your Account;
You are solely responsible for maintaining the confidentiality of the Login Information and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and
You are responsible for anything that happens through your Account.
Login Via Third Parties.
We may provide a facility to allow you to login to our Service and provide Account Information through an application or service provided by a third party (any such service, a “Third Party Service”), however you are not required to do so. If you use a Third Party Service in connection with our Service, you consent to our obtaining, using and holding any information made available to us through such Third Party Service.
Reclaiming Usernames.
The Company reserves the right to remove or reclaim any username at any time and for any reason or no reason, including but not limited to claims by a third party that a username violates the third party’s rights.
1.6 — License and Account Limitations and Prohibitions.
General Effects of Violations.
Any use of the Service in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law. The Company may limit or restrict use of the Service by anyone who the Company reasonably believes has or will violate any applicable law when using the Service.
Activity Prohibitions. You agree that you will not, under any circumstances: Engage in any act that is in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms; Use the Service in connection with any violation of any applicable law, rule or regulation, or do anything that promotes the violation of any applicable law, rule or regulation; Modify or cause to be modified any files or content that are used to offer the Service, without the express prior written consent of the Company; Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service (each a “Server”) or (2) the use or enjoyment of the Service by any other person; Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service; Gain, or attempt to gain, unauthorized access to the Service, Accounts, Servers or networks connected to the Service by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service);
Post any information that is abusive, threatening, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive; Post any information that contains nudity, excessive violence or offensive subject matter or that contains a link to such content; Harass, abuse, harm, or advocate or incite harassment, abuse or harm of another person or group of persons, including the Company employees or customer service representatives; Post, distribute or make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
Transmit unauthorized communications through the Service, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items; Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms; Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server or the Service, whether through the use of a network analyzer, packet sniffer or other device; Make any automated use of the Service or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion; Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology or device to send content or messages, scrape, spider or crawl the Service, or harvest or manipulate data from, through, or relating to the Service;
Use, facilitate, create or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Service or (2) any connection using programs, tools or software not expressly approved in writing by the Company; Copy, modify or distribute rights or content from any the Company site, including but not limited to content that contains or is protected by the Company’s copyrights or trademarks or use any method to copy or distribute the content of the Service, except as specifically allowed in these Terms; Solicit or attempt to solicit personal information from Other Users, other than from Users with whom you have an existing business relationship and only in connection with a bona fide business purpose for which the Service is intended;
Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image, video, or other form), identification documents or financial information through the Service; or Upload or transmit (or attempt to upload or to transmit), without the Company’s express written permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
1.7 — Suspension and Termination of Account and Service:
FAILURE TO COMPLY.
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR YOUR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS OR YOUR ACCOUNT IS USED FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR OTHER IMPROPER USE. THE COMPANY SHALL HAVE NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR OR ANY ACCOUNT.
IP INFRINGEMENT.
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SITES AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.
REPEAT INFRINGERS.
IN APPROPRIATE CIRCUMSTANCES IT IS OUR POLICY TO SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO ARE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Right to Cease Service. The Company reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point the license granted hereunder to you to use the Service or a part thereof will automatically terminate. The Company shall not be required to provide refunds, benefits or other compensation to users in connection with such cessation of the Service or any part thereof.
Termination of Account. Termination of your Account can include disabling your access to the Service or any part thereof, including disabling access to any content that you or Other Users submitted. You agree that if your Account is terminated, the Company will not be obligated to preserve, provide you access to, or provide copies of any content submitted to the Service relating to your Account, whether by you or an Other User.
Cancellation of Account.
You may cancel your Account at any time by following the instructions on http://www.ryseup.com/[insert link] or by using the cancellation feature of the Service.
1.18 — Intellectual Property Ownership in the Service. The Service, and all of its components and contents (including without limitation any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within), and all intellectual property rights therein, are owned by the Company or its licensors, all of which is protected by United States and international patent, copyright, trademark, trade secret and other intellectual property laws. ¶
ADDITIONAL TERMS REGARDING CREATED MATERIALS
A. WHEREAS Company is engaged in the business of developing, creating, publishing and operating interactive computer applications and websites designed to identify and discover talented composers, producers, mixers, musicians and other creative musical talent (“Creative Contributors”) who will pay fees to Company for being included in Company’s programs and facilitating collaborations between said Creative Contributors and experienced musical artists, songwriters, producers, mixers, DJs, and music industry executives (hereinafter referred to as the “Project”).
B. WHEREAS Artist is an experienced musical artist and composer, musician and producer who wishes to assist with and participate in Company’s Project in accordance with the terms set forth below and Company wishes to use and engage Artist’s services as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
4. Term:
With respect to Artist’s obligation to provide services pursuant to paragraph one above the term hereof (“Term”) shall commence on the date hereof and, end on the completion of one collaborations with Creative Contributors.
5. Representations and Warranties:
Artist hereby warrants and represents to Company as follows:
(a) Artist is free to enter in this agreement and perform its terms;
(b) All materials provided by Artist, (other than materials from Creative Contributors or Approved Collaborators) and/or created by Artist pursuant hereto will be wholly original and/or wholly owned and controlled by Artist and same will not infringe upon the rights of any third parties including but not limited to third parties’ copyrights, rights of privacy, rights of publicity and shall be free of any defamatory content. Likewise, Company warrants and represents that any materials provided by Company to Artist pursuant hereto will not infringe nor violate the rights of any third person, including any rights derived from copyright, rights of privacy, publicity, trade secrets, and shall be free of defamatory content. In connection with the foregoing the parties hereto agree to indemnify and hold each other harmless from and against any and all damages or liability, including attorney’s fees, incurred by the other party as a result of the breach by a party of said party’s warranties and representations set forth above.
7. Confidentiality:
Both Company and Artist acknowledges that in the course of rendering services hereunder, Company and Artist may receive information from the other that is confidential valuable proprietary information and shall designate as confidential (hereafter “Confidential Information”). Company and Artist agree to treat, keep and maintain Confidential Information secret and confidential as if it were it’s own proprietary trade secrets and to, without limitation refrain from disclosing said Confidential Information to anyone without the prior written approval of Company or Artist retrospectively.
8. No Injunctive Relief:
Artist agrees that in the event of a breach of this Agreement by Company, Artist’s sole and exclusive remedy shall be an action by law for money damages which Artist hereby acknowledges is a fair and adequate remedy from any breach by Company hereunder.
9. Severability:
Should any part or provision of this Agreement, for any reason, be declared invalid, void or unenforceable, the remaining portions and provisions shall continue in full force and effect.
10. Non-Waiver:
Failure of any party hereto, in any one or more instances, to enforce any of the rights arising in favor of said party in connection with this Agreement, or to insist upon the strict performance of this Agreement’s terms, conditions or covenants, shall not be construed as a waiver or relinquishment of any such rights for future breach or enforcement thereof.
11. Successors and Assigns:
Except as set forth herein above, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives, successors and assigns.
12. Notices:
All notices required by this Agreement shall be in writing and shall be served personally or mailed by certified mail, return receipt requested, to the address of the parties hereinafter specified, or to such other addresses the parties may indicate in the future by written notice in accordance herewith. A copy of all notices to Company shall be sent to Steven R. Lowy, Esq., Isaacman Kaufman & Painter PC, 1888 Century Park East Ste 1500, Los Angeles, CA 90067.
13. Recitals:
The Recitals as set forth above in paragraphs A through B shall be deemed to be a part of this Agreement and shall be incorporated as warranties and representations by each party to the other, as appropriate.
14. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified except in writing.
15. Choice of Law:
This Agreement shall be construed in accordance with the Laws of California pertaining to agreements entered into and wholly performed within said State.
16. Arbitration:
If any dispute arises regarding the enforcement or interpretation of terms of this Agreement, then the parties hereto agree to binding arbitration of said dispute under the terms of this Agreement, pursuant to the then existing rules of the American Arbitration Association. The ruling of the arbitrator in any said arbitration shall be binding on the parties hereto and enforceable by the prevailing party as if same were a judgment entered in a court of competent jurisdiction. However, the parties to any said arbitration shall be entitled, prior to arbitration, to the full rights and powers of discovery afforded a litigant in an action in the Superior Court in Los Angeles County, California.
17. No Partnership or Third Party Beneficiary:
This Agreement is not intended to create a partnership, joint venture or employer/employee relationship between any of the parties hereto. This Agreement is not intended as an agreement entered into for the benefit of a third party.
18. Counterpart and Facsimile Signature:
This Agreement may be signed in counterparts which, when considered together, shall be regarded as one completely signed document. This Agreement may be signed by facsimile signature, wherein a facsimile or scanned and emailed copy will have the same force and effect as an original.
19. Other Writings:
The parties hereto agree to execute any writings, instruments or applications necessary to carry out the intent of this Agreement. Using the Service.
1.1 — Generally. The Service provides a platform to showcase emerging artists’ artistic talents and creative skill in a social media attractive forum in coordination with the creative development efforts of an established artist. Established artists (each, a “Lead Project Artist”) will describe projects they are working on (each an “Artistic Project”). In coordination with each Artistic Project, the Lead Project Artist is using the Service to identify emerging artists to collaborate with the Lead Project Artist on a portion of the Artistic Project.
1.2 — Submissions of Proposals by Users. For a fee (the “Submission Fee”), Users of the Service may submit their own original artistic work (each an “Artistic Proposal”) for publication and display through the Service and on the Website or through other media in connection with the Artistic Project or other settings. (A User is a “Proposal Artist” in connection with each Artistic Proposal he or she submits.) Submission Fees may be based on a per-submission model, a right-to-use-over-time model, or any fee structure model. The Submission Fee is consideration for the publication and display of the Proposal Artist’s Artistic Proposal through the Service and on the Website.
1.3 — No Guarantees of Success. There is no guarantee of further consideration for any Proposal Artist who submits an Artistic Proposal in connection with any Artistic Project.
1.4 — Intellectual Property Rights Regarding Artistic Proposals. Each Artistic Proposal is Posted Content (as defined in Section 3.1 below). As further described below, by submitting an Artistic Proposal, you grant the Company a license to the Artistic Proposal.
1.5 — Use of Promotional Techniques. At its sole discretion, the Company may use various means, subject to change from time to time, to promote Artistic Projects and associated Artistic Proposals through the Service. The Company’s means of promoting interest among the general public may include, e.g., giving prizes to Proposal Artists whose Artistic Proposal garners a certain level of response from the general public. No prizes or rewards are guaranteed. Prizes that may be given to participants are designed as mechanisms to fuel public interest in the forum and are not incentives or inducements to any person to submit any Artistic Proposal.
2. Posted Content.
2.1 — Posted Content. “Posted Content” means any communications, videos, images, sounds, and all the material, data, and information that you upload, post, publish or transmit through the Service, including without limitation any comments you may make about content uploaded or transmitted by other Account Holders. By transmitting or submitting any Posted Content while using the Service, you affirm, represent and warrant that such transmission or submission
(a) is accurate and not confidential;
(b) not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is included in the Posted Content;
(c) along with the exercise of the rights by the Company granted in Section 3.3 will not result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (
d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to the Company and to grant the rights in Posted Content granted to the Company under these Terms.
2.2 — Posted Content is Your Original Creation. You represent and warrant that all Posted Content is your original work of authorship.
2.3 — Licenses to Posted Content. You hereby grant the Company a This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified except in writing. perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, assignable, sublicensable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. The Company may exercise the rights granted in this Section 3.3 for any purpose. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content.
2.4 — Content Screening. Consent to Monitoring. By entering into these Terms, you hereby provide your irrevocable consent to our monitoring and recording of your use of the Service. You acknowledge and agree that you have no expectation of privacy vis a vis us or any of our service providers who provide services to us or you as part of the Service concerning the transmission of any information, including without limitation video, chat, text or voice communications.
2.5 — Options Regarding Posted Content. The Company may reject, refuse to post or delete any or all Posted Content for any or no reason, including, but not limited to the reason that, in the sole judgment of the Company, that the contents or posting or other use of such Posted Content in connection with the Service violates these Terms.
3. Fees and Purchase Terms. You agree to pay any and all fees and applicable taxes incurred by you or anyone using an Account registered to you. Any required fees will be specified as part of the Service or when you register your Account. The Company reserves the right to charge fees for any parts of the Service that may have previously been offered without a fee. You agree that the Company in the future may offer premium services as part of the Service that may require fees or additional fees. The Company may revise the pricing for the goods and services offered through the Service at any time. YOU ACKNOWLEDGE THAT THE COMPANY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED PRODUCTS AND SERVICES WHEN YOUR ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
4. Third Party Advertising.
4.1 — Third Party Advertisements. You understand that the Service may feature advertisements from the Company or third parties. The Privacy Policy addresses our disclosure of information for third party advertising.
4.2 —Links to Third Party Sites and Dealings with Advertisers. The Company may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. The Company makes no representation or warranty regarding any content, goods or services provided by any third party even if linked from our Service, and we will not be liable for any claim relating to any third party content, goods or services. The linked sites are not under the control of the Company and may collect data or solicit personal information from you. The Company is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by the Company of these linked sites.
5. Copyright Notices; Complaints.
It is the Company’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If you believe any materials accessible on or from the Service infringe your copyright, you may request removal of those materials (or access to them) from the Service by submitting written notification to our Copyright Agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the DMCA, the written notice (the “DMCA Notice”) must include substantially the following:
• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the DMCA Notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated Copyright Agent to receive DMCA Notices is:
[_____________]
[_____________]
[_____________]
Phone:[_____________]
Email:[_____________]
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. Your acceptance of these Terms is also your consent to our copyright practices. The Company reserves the right to terminate without notice any user’s access to the Service if that user is determined by the Company to be a “repeat infringer.” In addition, the Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
6. Updates to the Service. You understand that the Service undergoes frequent changes. The Company may require that you accept updates to the Service in order to continue using the Service. You acknowledge and agree that the Company may update the Service without notifying you.
7. Disclaimer; Limitations; Waivers on Liability; Indemnification.
7.1 —Disclaimer of Warranties.
SERVICE PROVIDED “AS IS”. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF 30 CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “THE COMPANY PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
NO WARRANTY REGARDING ACCESS TO ACCOUNTS AND CONTENT. THE COMPANY DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED BY AN ACCOUNT HOLDER WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE, ACCOUNT HOLDER INFORMATION OR ANY INFORMATION POSTED BY AN ACCOUNT HOLDER WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL OR ENTITY WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS MISTAKENLY GRANTED ACCESS BY THE COMPANY OR THROUGH THE SERVICE.
7.2 — Limitations; Waivers of Liability.
DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
NOT RESPONSIBLE FOR THIRD PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER ACCOUNT HOLDERS OR USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
MONETARY LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE 180 CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
FAILURE TO PAY. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID THE COMPANY ANY AMOUNTS IN THE 180 CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
APPLICABILITY OF DISCLAIMER. THE EXCLUSIONS OF CERTAIN WARRANTIES AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
7.3 —Indemnification. You agree to defend, indemnify, save, and hold the Company Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with the Company’s defense of these claims. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your Account or of the Service.
8. BINDING ARBITRATION AND CLASS ACTION WAIVER.
PLEASE READ THIS SECTION CAREFULLY. IF YOU DO NOT REJECT IT, THIS SECTION WILL APPLY, AND MOST DISPUTES BETWEEN YOU AND US WILL BE SUBJECT TO INDIVIDUAL ARBITRATION. THIS MEANS THAT: (1) NEITHER A COURT NOR A JURY WILL RESOLVE ANY SUCH DISPUTE; (2) YOU WILL NOT BE ABLE TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING; (3) LESS INFORMATION WILL BE AVAILABLE IN DISCOVERY; AND (4) APPEAL RIGHTS WILL BE LIMITED.
8.1 — General. If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and the Company agree that you and we will resolve any claim or controversy at law or equity that arises out of these Terms, the Service, or our products or services (a “Claim”) in accordance with one of the subsections below.
8.2 — If either you or we make a demand for arbitration, you and we must arbitrate any dispute or claim between you or any person who uses your Account, and us, our affiliates, and/or agents, if it relates to your Account, your use of the Service, or to these Terms, except as noted hereafter.
8.3 — Either party may assert an individual case in small claims court or your state’s equivalent court. Any disputes relating to the enforcement, protection, or validity of the intellectual property rights of either party shall not be subject to arbitration. Nothing in this Section shall limit either party from seeking injunctive or other exigent relief from a court of law.
8.4 — Notwithstanding any other language in this Section, only a court, not an arbitrator, will decide disputes about the validity, enforceability, coverage or scope of this Section of these Terms. However, any dispute or argument that concerns the validity or enforceability of these Terms as a whole is for the arbitrator, not a court, to decide. Further, you and we may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
8.5 — YOU AGREE NOT TO PARTICIPATE IN A CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST US IN COURT OR ARBITRATION. ALSO, YOU MAY NOT BRING CLAIMS AGAINST US ON BEHALF OF ANY OTHER USER OR PERSON NOT ON YOUR ACCOUNT.
8.6 — The party who wants to arbitrate must notify the other party in writing. This notice can be given after the beginning of a lawsuit or in papers filed in the lawsuit. Otherwise, your notice must be mailed to [_____________].
8.7 — The arbitration administrator shall be JAMS and the arbitration shall be conducted under the Streamlined Arbitration Rules and Procedures of JAMS (“JAMS Rules”) that are in effect at the time the arbitration is initiated. The JAMS Rules can be accessed at http://www.jamsadr.com/rules-streamlined-arbitration/. In the event of a conflict between the terms set forth in this Section of the Agreement and the JAMS Rules, the terms in this Section of the Agreement will control.
8.8 — The arbitrator must apply the same law and legal principles, consistent with the Federal Arbitration Act (“FAA”), that would apply in court, but may use different procedural rules.
8.9 — We will pay all the fees that the administrator or arbitrator charges.
8.10 — Because the products, software and/or service provided to you by the Company concern interstate commerce, the FAA governs the arbitrability of all disputes. CaliforniThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified except in writing. a law shall apply to the extent state law is relevant under the FAA. The arbitrator’s decision will be final and binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged under the provisions of the FAA.
8.11 — Except for claims subject to arbitration as provided for in this section (and claims proceeding in any small claims court), all other disputes arising out of or related to your Account, your use of the Site, or to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego, California, and you agree to submit to the personal jurisdiction and venue of such courts.
8.12 — Severability. If any portion of this Section 9 is found illegal or unenforceable (except any portion of Section 9.3), that portion shall be severed and the remainder of this Section 9 shall be given full force and effect. If Section 9.3 is found to be illegal or unenforceable, then neither you nor we will elect to arbitrate any claim falling within that portion of Section 9.3 found to be illegal or unenforceable and such claim shall be exclusively decided by a court of competent jurisdiction consistent with Section 9.11.
8.13 — You may reject this Section 9 of these Terms. To do so, you must send us a notice within 60 days after you open your Account or we first provided you with your right to reject this Section 9. The notice must include your name, address and account number, and must be mailed to [INSERT ADDRESS], or emailed to [EMAIL ADDRESS]. This is the only way you can reject this Section 9.
8.14 — Survival. This Section 9 shall survive any termination of the Terms.
9. General Provisions.
9.1 — Updates to the Terms and Privacy Policy.
Right to Update.
The Company reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Service. You may also be given additional notice, such as an email message or messaging within the Service, of any changes. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective 30 calendar days after they are initially posted. The Company may also revise other policies, codes or rules at any time and the new versions will be available on the Website or in the Service. No amendment to these Terms or the Privacy Policy shall apply to any dispute of which the Company had actual notice before the date of the amendment.
Seeking Consent. If the Company revises these Terms or the Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Service again, then notwithstanding anything to the contrary, the Company reserves the right to terminate your Account and use of the Service.
Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other Company policy, rule or code of conduct relating to your use of the Service, your right to use the Service will immediately terminate, and you must immediately stop using the Service.
Conflict. To the extent these Terms or the Privacy Policy conflict with any other Company terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.
9.2 — Severability. If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
9.3 — Assignment. The Company may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of the Company; any purported assignment or delegation in violation of this Section 10.3 is void.
9.4 — Supplemental Policies. The Company may publish additional policies related to specific services such as forums, contests, or loyalty programs. Your use, if any, of such services is subject to such specific policies and these Terms.
9.5 — Entire Agreement. These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between the Company and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.
9.6 — No Waiver. The failure of the Company to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by the Company shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of the Company.
9.7 — Notices. We may notify you via postings on http://[insert link] and via email or any other communications means through contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to the address in this Section 10.7. Any notices that you provide without compliance with this Section 10.7 shall have no legal effect.
[Company Name]
[Address______________]
Attn: [name______________]
9.8 — Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 8.2.
9.9 — Force Majeure. We shall not be liable for any delay or failure to perform resulting from unforeseen circumstances or causes outside our reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
9.10 — Governing Law. The Terms and Privacy Policy shall be governed by the laws of the State of California notwithstanding its conflict of laws provisions.
RYSE UP TALENT DISCOVERY
RYSE UP pairs emerging artists and the world’s top talent. Our platform levels the playing field to allow talented people the chance to achieve their dreams regardless of their location, status or fortune. It’s a place where the best call out to discover untapped talent and the driven find a pathway to success.
How to enter a RYSE UP Discovery?
1. Disclaimer: ENTRANTS UNDERSTAND THAT APPLE INC. IS NOT A SPONSOR OR INVOLVED IN THE ACTIVITY IN ANY MANNER.
2. Entry Deadline – Ongoing, until the discovery host finds a talent, or until the discovery host decides to end the search.
3. Who can participate? – The talent search is open to emerging artists of all types. If you’re not a US citizen or resident, it is ok, but it is your responsibility to have the legal right to work in the US or obtain the necessary legal visas or clearances. You must be at least 13 years of age to participate. If you’re 13under 18 orunder the age of majority in your state or country if different it is ok, but your parent or legal guardian must submit your demo and submit your entry. Sorry, but employees, family member, officers, directors, and agents of RYSE UP Inc., sponsors, or promotional agencies are not eligible to participate. If you are making a submission as a duo or group, only create one submission and make sure everyone meets the eligibility requirements before your make your submission. If you are working with a manager, please include your manager’s contact info in your RYSE profile or have your manager connect with us at contact@ryseup.com. RYSE and the Discovery host will need approval from your manager if you are selected in this talent search. If you are a member of a guild or union, your participation may be prohibited. Check with you guild or union before making your submission.
4. Is there an entry fee? – No! This RYSE Discovery is no charge. While there are some RYSE Discoveries that my charge a submission fee, this one does not have a charge associated with it. You will need an internet connection to access the App. Internet service, mobile, and data fees may apply. Check with your wireless carrier or internet service provider for details.
5. Download the App – Before you can submit your demo you will need to download the free RYSE UP Inc. App from the iTunes store - https://itunes.apple.com/us/app/ryse-up/id1226225851. Unfortunately, at this time, we do not have an app in the Google Play store, so find a friend with an Apple device and ask them if they’ll help you get discovered. You will need to have an iTunes account, which is free. You can also submit on a mobile web browser, but it is a little more clunky of a process than an ihonusing an iPhone or iPade.[SH1]
6. Submission – Complete the submission form on the App with all required information. Again, if you’re under the age of majority you’ll need your parent or guardian to complete the submission form and upload your demo submission. You may complete the submission process with the same account as many times as you want. If you create more than one account so you can make multiple submission from different accounts, then all of your accounts will be deleted. Check the Submission Guidelines and Content Restriction to make sure your demo complies. You will have to agree to all terms and conditions when you make your submission.
7. Submission Guidelines
a. Your submission may include an Audio or Video file, or both, and you must have all legal rights or licenses to use the materials you submit;
b. Your submission must be one of the following file formats MP3 or wav and be no larger than 10MB, and include your name in the file name;
c. Your submission must give credit to your producers, sound engineers, mixers, and anyone who helped create your submission;
d. Your submission must comply with RYSE UP Terms of Use, which can be accessed at http://ryseup.com/#/terms; and
e. If your submission has been submitted to other talent searches, promoters, or contests, you are responsible for making sure you can submit it to our talent search.
8. Content Restrictions
a. Your submission must be your own original material or that for which you have the appropriate rights;
b. Your submission must not contain material that violates or infringes another’s rights, including without limitation, intellectual property rights infringement, privacy, or publicity;
c. Your submission must not contain content which may be deemed to defame, misrepresent or contain disparaging remarks or communicate messages or images inconsistent with the positive images and/or goodwill to which Sponsor wishes to associate;
d. The submission must not contain content which is or can be construed as sexually explicit or suggestive, violent or derogatory of any ethnic, racial, gender, religious, professional or age group, profane or pornographic, or any materially dangerous activity; promoting alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing), any activities that may appear unsafe or dangerous, or any particular political agenda or message; obscene or offensive, endorse any form of hate or hate group; advocating or demonstrating any cruelty toward animals or other humans;
e. Submission must not contain any viruses, worms, spy ware, or other components or instructions that are malicious, deceptive, or designed to limit or harm the functionality of a computer;
f. The submission must not contain material that is inappropriate, indecent, obscene, hateful, defamatory, slanderous, libelous, or tortious;
g. Your submission must not contain intellectual property owned by others, or advertise or promote any brand or product of any kind (other than the Sponsor’s trademarks, logos, trade dress, brands or products), without permission, or contain any personal identification, such as phone numbers, personal names, email addresses or street addresses without permission;
h. Your submission must not contain copyrighted materials owned by third parties other than the Entrant (including photographs, sculptures, paintings and other works of art or images published on or in websites, television, movies, or other media) without permission;
i. The submission must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any country where content is created.
9. Ownership & use of your submission – You retain all ownership rights to your submission. By submitting your demo, you give us worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, adapt, reformat, translate, and otherwise exploit and perform all or any portion of the submission for any purpose whatsoever, throughout the universe, including, without limitation, in connection with (i) the Ryse Discovery, including, without limitation, advertising, marketing, promotion, merchandising and the exploitation of any and all ancillary and subsidiary rights, and redistributing part or all of the Ryse Discovery (and derivative works thereof), and (ii) the business of RyseUp Inc, the Discovery host, our producers, our talent, websites, applications, interactive television, video on demand and any other media or technology (including, without limitation, Internet protocol, wireless or interactive platforms or interfaces) through which RyseUp Inc. may distribute content to end users, whether now existing or hereafter developed, in any and all media formats and through any and all media distribution and advertising and promotional purposes, without accounting, notification, credit or other obligation to you. For the avoidance of doubt, without limiting the generality of the rights granted to RyseUp Inc. and our Discovery partners, these rights include, without limitation, the absolute right to edit and/or alter any submission, distribute and synchronize all or any portion of your submission in timed relation to any other visual elements; to web cast, podcast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of submission; to encrypt, encode and decode, and compress and decompress all or any portion of the submission; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of the submission; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of the submission; and to excerpt and/or extract portions of the submission to host, store, index, categorize and display the submission on or through the Platforms. RyseUp Inc. has no obligation use the submission in any manner whatsoever. You also grant Ryse Up, Inc. and our Discovery partners a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, unconditional, fully paid-up right to use your real name, your stage name (if applicable), the name of your group (if applicable), your age, image, likeness, voice, appearance and performance, state of residence, photo, or video for the purpose of evaluating your submission and sharing your submission with our team.
10. Selection process – This isn’t a popularity contest but public voting may help get your submission noticed. Your demo will be evaluated by the RYSE UP Inc. team, which includes the Discovery host, other artists, producers, talent scouts, and other music industry professionals. There is no specific criteria that will be used to evaluate your submission. Finding new talent is subjective. All we promise is that we’ll watch and/or listen to your demo submitted. If we want to hear you in person, you will be responsible for travel expenses. If you are under 18 (or the age of majority) you will need to travel with a parent or guardian, no exceptions!
11. Contacting you – Unfortunately we can’t acknowledge everyone. You will receive a confirmation that your submission has been received. If we are considering you, someone from the RYSE UP Inc. team will reach out to you with more details. If we contact you but you don’t reply, we will likely move on. Make sure your email address and other contact information is correct and complete. When we contact you, you may be required to provide written releases or further documentation before we can work with you further. If you don’t provide the release and other required documentation we won’t be able to work with you.
12. Removing your submission – if you no longer want to be considered for our talent search, you can delete your entry within your RYSE account. If you would like us to delete your profile send us an email at contact@ryseup.com. It may take awhile for us process your request. We will do our best not to contact you after you have removed or requested removal of your submission. However, if we do happen to contact you, just let us know that you are no longer interested.
13. Unsolicited submission – it is your decision to participate in our talent search. We will not specifically ask you to participate. We do not work with third parties. If someone wants to charge you for being part of our talent search, DO NOT PAY THEM!
14. Nature of Relationship – You understand and acknowledge that RYSE UP Inc., our talent, and our producers, have wide access to ideas, stories, designs, and other materials, and that new ideas are constantly being submitted or being developed. You acknowledge that many ideas may be competitive with, similar or identical to your submission and/or each other in theme, idea, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of the use by anyone associated with this talent search of any such similar or identical material.
15. Sponsors and Talent – we work with a number of sponsors and talented artists and producers. They may be involved in helping us evaluate your submission. By submitting your demo, you release RYSE UP Inc., our sponsors, and our talent from any liability associated with your participation in this talent search. Keep in mind that this talent search is not associated with any third party, unless specifically stated. 16. No guarantees – There are no guarantees you will be selected in our talent search. If you’re not selected this time, keep working on your craft and submit a new demo the next time we host a talent search.
17. Release of Liability – Entrants understand that Apple Inc is not a sponsor or involved in the activity in any manner. By participating in this talent search, you agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the talent search, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the talent search, but in no event will attorneys’ fees be awarded or recoverable; and (3) under no circumstances will you be permitted to obtain any award for, and you hereby knowingly and expressly waive all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. You acknowledge and agree that RYSE UP Inc., the Discovery host, our talent, our producers, agencies, web masters/suppliers, contractors and vendors (collectively the “Discovery Partners”) are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected, or illegible submissions or for failure to receive submissions due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with RYSE UP Inc. or otherwise, that may limit your ability to participate in this talent search; (ii) incorrect or inaccurate information whether caused by internet users, or by any equipment or programming associated with or utilized in connection with this talent search and assume no responsibility for any error, omission, malfunction, interruption, deletion, defect, or delay in operation or transmission, communications line failure, theft, or destruction or unauthorized access to, tampering, or hacking; (iii) any injury or damage resulting from participation in the talent search (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the participant’s rights of publicity or privacy); or (iv) any claim by you for defamation or portrayal in a false light. Neither RYSE UP Inc. or the Discovery Partners assume no responsibility for any damage to your mobile device or computer system, which is occasioned by accessing the talent search app, or participating in this talent search, or for any computer system, mobile device, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. RYSE UP Inc. reserves the right, in its sole discretion, to disqualify anyone that violates the Submission Guidelines or Content Restrictions, tampers with the process or operation of the talent search or acts in an unsportsmanlike or disruptive manner, or with intent to threaten, abuse or harass any other person. If, for any reason, this talent search is not capable of operating as planned by reason of infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, fraud, technical failures or any other causes which, in the sole opinion of RYSE UP Inc., corrupt or affect the administration, security, integrity or proper conduct of this talent search, RYSE UP Inc. reserve the right, at their absolute discretion, to close the talent search submission period at any time, cancel, terminate, modify or suspend this talent search or take any other action deemed fair and equitable by RYSE UP Inc..
18. Release of Liability –By participating in this talent search, you agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the talent search, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the talent search, but in no event will attorneys’ fees be awarded or recoverable; and (3) under no circumstances will you be permitted to obtain any award for, and you hereby knowingly and expressly waive all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. You acknowledge and agree that RYSE, the Brand, Apple, Inc., the Discovery host, RYSE talent, RYSE producers, agencies, web masters/suppliers, contractors and vendors (collectively the “Discovery Partners”) are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected, or illegible submissions or for failure to receive submissions due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with RYSE or otherwise, that may limit your ability to participate in this talent search; (ii) incorrect or inaccurate information whether caused by internet users, or by any equipment or programming associated with or utilized in connection with this talent search and assume no responsibility for any error, omission, malfunction, interruption, deletion, defect, or delay in operation or transmission, communications line failure, theft, or destruction or unauthorized access to, tampering, or hacking; (iii) any injury or damage resulting from participation in the talent search (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the participant’s rights of publicity or privacy); or (iv) any claim by you for defamation or portrayal in a false light. Neither RYSE nor the Discovery Partners assume no responsibility for any damage to your mobile device or computer system, which is occasioned by accessing the talent search app, or participating in this talent search, or for any computer system, mobile device, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. RYSE reserves the right, in its sole discretion, to disqualify anyone that violates the Submission Guidelines or Content Restrictions, tampers with the process or operation of the talent search or acts in an unsportsmanlike or disruptive manner, or with intent to threaten, abuse or harass any other person. If, for any reason, this talent search is not capable of operating as planned by reason of infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, fraud, technical failures or any other causes which, in the sole opinion of RYSE, corrupt or affect the administration, security, integrity or proper conduct of this talent search, RYSE reserve the right, at their absolute discretion, to close the talent search submission period at any time, cancel, terminate, modify or suspend this talent search or take any other action deemed fair and equitable by RYSE.
19. Governing Law – ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE TERMS AND CONDITIONS, OR THE RIGHTS AND OBLIGATIONS OF SUBMITTERS IN CONNECTION WITH THE TALENT SEARCH OR IN CONNECTION WITH ANY AUDITION OR OTHER MATERIAL SUBMITTED IN CONNECTION WITH THE TALENT SEARCH, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW, RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. IN THE EVENT THAT ANY PROVISION IS DETERMINED TO BE INVALID OR OTHERWISE UNENFORCEABLE OR ILLEGAL, THESE TERMS AND CONDITIONS SHALL OTHERWISE REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR TERMS AS IF THE INVALID OR ILLEGAL PROVISION WERE NOT CONTAINED HEREIN. IN NO EVENT WILL RYSE UP INC., ITS PARENT, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, ITS TALENT, ITS PRODUCERS, ITS ADVERTISING OR PROMOTION AGENCIES, THE DISCOVERY PARTNERS, WEB MASTERS/SUPPLIERS, VENDORS, CONTRACTORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOU’S PARTICIPATION IN THE TALENT SEARCH. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU OR MEMBERS OF YOU. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS. */