Terms of Service

1. License Grant and Ownership

    1. We hereby permit you to use the Services for your personal, non-commercial, entertainment use only, provided that you comply with this Agreement. We grant you a limited non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to download, install, and use the Application for your personal, non-commercial, entertainment use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with this Agreement and any terms applicable to the Services.     2. The Services, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content.     3. The Company’s name, TREBEL, the Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.     4. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

2. License Restrictions

You shall not, nor permit any third party to:

• Copy the Services, except as expressly permitted under this Agreement or applicable law;
• Modify, translate, adapt, or create derivative works of the Services, including for the purpose of disguising or changing any indications of ownership or source), except where restrictions are expressly prohibited by applicable law;
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Services, or any part thereof, except to the limited extent expressly permitted by applicable law;
• Copy, reproduce, redistribute, “rip,” record, transfer, publicly perform, broadcast, frame, link to, display to the public, or otherwise make available the Services, except as expressly permitted under this Agreement or applicable law;
• Import, upload, or copy any local files or content that you do not have the legal right to import, upload, or copy;
• Transfer copies of cached Content from an authorized device to any other device by any means;
• Crawl, scrape, harvest, or otherwise access or collect data or information from the Services, whether manually or through any automated means (including bots, scrapers, spiders, scripts, or other automation tools);
• Use any part of the Services to train, develop, or ingest into any machine learning model, artificial intelligence system, or similar technology;
• Remove, delete, alter, obscure, or bypass any copyright, trademark, patent, attribution, or other intellectual property or proprietary rights notices from the Services;
• Delete or alter any part of the Services except as expressly permitted under this Agreement, or (where applicable) with the express consent of the relevant rights holder;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, monetize, or otherwise make available the Services (or any features or functionality thereof) to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
• Sell or transfer any user account or playlist, or accept or offer any compensation (financial or otherwise) to influence the name of an account or playlist, or the content included in any account or playlist;
• Manipulate, falsify, inflate, spoof, or artificially generate plays, streams, listens, downloads, rankings, chart positions, follows, engagement metrics, royalties, visibility, recommendations, compensation, or other usage signals or data, including by hacking, scripting, bots, emulators, automation tools, injected traffic, replay attacks, fabricated events, or similar methods;
• Circumvent, bypass, disable, reset, spoof, or otherwise interfere with or exceed any technological protections, usage limits, skips, downloads, access controls, geographic/territorial restrictions, throttling, subscription rules, trials, promotional systems, payment or entitlement systems, advertising delivery, tracking, attribution, verification, or any other technical or business rules enforced by the Services;
• Block, suppress, or interfere with advertisements, including through ad-blocking tools, modified clients, network filtering, system-level interference, or by creating/distributing tools designed to block advertisements;
• Provide your password or credentials to any other person, or use any other person’s username/password, or otherwise access any account without authorization; or
• Assist, enable, encourage, provide tools for, or promote any of the foregoing prohibited activities.

3. Reservation of Rights

You acknowledge and agree that the Application is provided under a license and not sold to you. You do not acquire any ownership interest in the Application, the Content, or any Services under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement.

4. Collection and Use of Your Information

    1. You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.     2. When you use the Application, we also keep track of your listening activity, including but not limited to the number and titles of songs to which you have listened, the songs, albums, or artists that you like, the stations you create or listen to, the songs you skip, and how frequently and for how long you listen to the stations in your station list. We may also keep track of your interactions with the Services, which may include the features you use, the advertising in which you see or show interest, and the content you view. We do this for a variety of reasons, such as to gain an understanding of the types of music, content, or features you and/or other similar listeners tend to like or dislike, for compensating artists and other rightsholders for use of their Content, to provide you with relevant and interesting advertising, and to improve the Services generally, which includes enhancing our music selection algorithms in an effort to provide you and other listeners with the music most suited to your tastes, and to enforce intellectual property rights. As this data is essential to the function of the Application, you may not opt out of our collection and use of such data or information. By accessing or otherwise using any portion of the Services, you hereby consent to the foregoing collection and use of your listening activity and behavior for the purposes set forth above and also as outlined in our Privacy Policy.

5. Geographic Restrictions

The Services are based in the United States, Mexico, and in the future may include Colombia Canada, Brazil, Argentina, Chile, Peru, Uruguay, Paraguay, Venezuela, Bolivia, Ecuador, Guatemala, Honduras, El Salvador, Belize, Nicaragua, Costa Rica and Panama (“Territory”) and provided for access and use only by persons located in the Territory. You acknowledge that you may not be able to access all or some of the Services outside of the Territory and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the Territory you are responsible for compliance with local laws.

6. Account Creation, Application, and Upgrades

    1. To use the Application, you need to create an account or link another account, such as your Apple, Facebook, Google or Discord (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the Settings menu in the Application. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at [email protected] if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise.     2. When you engage with advertising on the Application that generates revenue, you receive coins, which are used to access the Services, including playing music. The Company may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Services. While we attempt to be as accurate as we can in our descriptions for the Services, we do not warrant that Service descriptions are accurate, complete, reliable, current, or error-free. All such changes shall be effective immediately upon posting of such new prices to the Services and/or upon making the customer aware of the pricing error.     3. Company may from time to time in its sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:         a. the Application will automatically download and install all available Updates; or         b. you may receive notice of or be prompted to download and install available Updates.     4. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Application. We do not guarantee that the Application can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Application will be available in any particular geographic location. As part of the Services, you may receive push notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the Application (“Push Messages”). You acknowledge that, when you use the Application, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your Mobile Device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the Application, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Application on your Mobile Device, including for your receipt of push messages from the Company.     5. The following terms and conditions apply to you only if you are using the Application from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the Application from the Apple App Store. You acknowledge and agree that this Agreement is solely between you and the Company, not Apple, and that Apple has no responsibility for the Application or content thereof. Your use of the Application must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (a) product liability claims, (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third party claim that the Application or your possession and use of that Application infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You must comply with applicable third party terms of agreement when using the Application. You and the Company acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement as they relate to your use of the Application, and that, upon your acceptance of these this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

7. Third-Party Materials

The Application may display, include, or make available third-party content (including advertisements, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Neither the Company nor any of its affiliates will be liable for any errors in content or omissions in any Third Party Materials, nor responsible for any losses or damages of any sort incurred as a result of your participation with, use of, or reliance on the Third Party Materials, including any goods, products, or services offered by such Third Party Materials.

8. Term and Termination

• The term of Agreement commences when you install the Application and will continue in effect until terminated by you or Company as set forth in this Section.
• You may terminate this Agreement by deleting your Account and all copies of the Application from your Mobile Device.
• Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and Account. All sections which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.     d. Any violation of Section 2 shall constitute a material breach of this Agreement and may result in immediate termination of your Account, access, forfeiture of accumulated coins or benefits, cancellation of subscriptions without refund, and pursuit of legal remedies to the maximum extent permitted by law.

9. Notice of Infringement — DMCA (Copyright) Policy

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:     (a) identification of the copyrighted work that is claimed to be infringed;     (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;     (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;     (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;     (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and     (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: M&M Media, Inc. 700 Canal Street, Stamford, CT 06904, Attn: Copyright agent; or by e-mail to [email protected]. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of End Users who repeatedly infringe copyrights or intellectual property rights of others. An End User of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others. We review claims that are received through the channels identified above. When we receive a claim, we evaluate it and take appropriate action, which may include removing the reported content or disabling access in a specific country (or countries). An End User or responsible for multiple violations may have their account terminated. If Content is reinstated following an appeal or because a rights holder is retracting a claim, our repeat infringer policy will reflect that accordingly. For more information, please visit https://home.trebel.io/copyright.

10. Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

• THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 11 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
• THE COMPANY TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
• YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, WILL BE RESPONSIBLE FOR.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

• PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
• DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $50 FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (a) your use or misuse of the Application or your breach of this Agreement or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or willful misconduct. If you are obligated to indemnify the Company hereunder, then you agree that Company will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

13. Export Regulation

The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

14. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

15. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16. Entire Agreement

This Agreement constitutes the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

17. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

18. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

    1. Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.     2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, Application, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Because your contract with the Company, this Agreement, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this Agreement will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.     3. Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:         (a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;         (b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or         (c) intellectual property disputes, including any disputes relating to any actual or alleged infringement of intellectual property rights.     4. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.     5. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Agreement by sending written notice of your decision to M&M Media, Inc. 700 Canal Street, Stamford, CT 06904 or email: [email protected]. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to this Agreement; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with this Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.     6. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

19. Updating This Agreement.

We may modify this Agreement from time to time in which case we will update the “Last Revised” date at the top of this Agreement. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review this Agreement from time to time to view any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Agreement. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in the Agreement.

20. Injunctive Relief.

You agree that a breach of this Agreement will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

21. California Residents.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

22. Miscellaneous.

This Agreement and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. The section headings used herein are for reference only and shall not be read to have any legal effect.

23. How to Contact Us.

You may contact us regarding the Services or these Terms at: M&M Media, Inc. 700 Canal Street, Stamford, CT 06904 or email: [email protected].