USER AGREEMENT

Version 2.00. Published and effective as of July 1, 2008.

PLEASE PRINT A COPY THIS AGREEMENT TO RETAIN FOR YOUR RECORDS.

Acceptance of Terms of Use.

This User Agreement (hereinafter the “Agreement”) regulates your (hereinafter “You”, "Your or “Yourself”," when the context so requires) use of thestudiovillage.com’s (hereinafter “StudioVillage”) services. ( hereinafter referred to, in whole and in part, as “Services”) By clicking “accept terms of User Agreement” you are entering into a binding legal contract that requires you to abide by the terms of this Agreement. Further, by using the services, you accept the terms of this Agreement. You agree that if in the future you cannot comply with the terms contained in this Agreement, you must stop using the services. Further, ceasing use of the services is your only remedy if you are unwilling or unable to comply with the terms of the Agreement.


You agree and acknowledge that StudioVillage reserves the right to modify these terms at its sole discretion, and any future services added to the site are subject to the Agreement. Any modifications to this agreement take effect immediately regardless of your knowledge of the changes. StudioVillage may or may not give notice of any changes, but rather it is your responsibility to remain informed of the current terms and conditions contained in this agreement.

Any rights not expressly granted to you or not contained in this agreement are reserved by StudioVillage.

To enter into this Agreement you must be 18 years old. If you are not 18, you will need a legal guardian to accept this Agreement on your behalf, otherwise the Agreement is void.

By entering into this Agreement You agree and acknowledge that (1) You have read, understood, and agree to be bound by this Agreement; and, (2) You are at least 18 years old, either entering into this Agreement for Yourself or entering on behalf of a child in Your legal care. By entering this agreement on behalf of a child in your legal care, you assume any financial responsibility that occurs as a result of this Agreement.

You agree and acknowledge that the Services may include advertisements.

Account Registration, Use, and Termination.

You must access the Services through a valid StudioVillage account (which this Agreement refers to as “Account”). You promise and agree not to access the Services by any means other than through the interfaces that StudioVillage provides for use in accessing the Services.

To create an Account, You must provide StudioVillage with certain information (“Registration Data”). You promise to (1) provide to StudioVillage accurate Registration Data, and (2) make any changes to the registration data in a timely manner. You agree and acknowledge that if You provide any information that is inaccurate or incomplete, or reasonably believed to be inaccurate or incomplete, then StudioVillage can suspend or terminate use of Your Account and refuse You any future use of the Services.
Registration Data and certain other information about You are subject to our Privacy Policy, the terms of which are incorporated into this Agreement by reference.

It is Your sole responsibility to maintain the integrity of your password and account security. This includes guarding your password from unauthorized use. Further, you agree to assume any responsibilities that occur from use or misuse of your account. It is your responsibility to notify StudioVillage in the event your account is breached or misused. You agree and acknowledge that Studio Village is not responsible for any loss or damage that does not result from willful or wanton negligence by Studio Village in the event of account misuse.

You agree and acknowledge that StudioVillage may cancel your account at any time for good cause and without notification. Good cause includes, but is not limited to, (1) any breach of this agreement, (2) cessation of the Services, (3) technical difficulties, or any other reason at the sole discretion of StudioVillage. In the event that your account is cancelled, StudioVillage will remove all material related to your account, and may bar any future use by You of the Services. Any monies in your account at the time of cancellation will be applied to any outstanding balance owed by you to StudioVillage or any other account holder.
You agree that cancellation of your account for good cause does not bar StudioVillage from seeking legal remedy through any method not barred by this agreement. Further, you agree to indemnify StudioVillage from any damages that may result from cancellation of Your account for good cause.
In the event that Your account is cancelled for good cause or violation of this Agreement, or if You voluntarily cancel your account, any fees, service charges, or payment of any kind made to StudioVillage will be nonrefundable.

You agree and acknowledge that StudioVillage is not responsible for enforcing or regulating the transactions that occur between members, and that it is Your duty to complete any transaction in a timely manner and to the best of your ability. Further, You agree to indemnify and hold harmless StudioVillage for any damages or loss that result from using the Services, or the failure of another StudioVillage user to complete a transaction entered into with You.

You agree and acknowledge that You will not enter into transactions with other users of the Services outside of the proscribed methods used by StudioVillage in an attempt to avoid paying fees that may be collected by StudioVillage per the terms of this Agreement. Further, you agree not to enter into transactions with other users for a period of one year after cancellation or cessation of your account.

Because StudioVillage is a web based service that allows musicians to collaborate and exchange ideas, it may be necessary at times those users upload, download, store and transmit materials through StudioVillage. You agree and acknowledge that StudioVillage does not, and will not exercise any control over these materials, and although StudioVillage reserves the right to monitor any materials for compliance to this agreement, it may not check materials for compliance to this Agreement. Therefore StudioVillage is not responsible for the content of any material that StudioVillage did not author.

You agree and acknowledge that You will not use StudioVillage to violate any applicable state or federal law, and that it is the users sole responsibility to acquire licenses for any copyrighted material that the users wish to collaborate on.
You agree not to post, store or upload any material in violation of copyright laws, as well as any material that is defaming, harassing, abusive, or offensive. You agree to notify the administrator of StudioVillage if you discover any such material. Further, StudioVillage reserves the right to delete any material that is in violation of this Agreement or any applicable state or federal law. You agree and acknowledge that in the event You violate this section, StudioVillage may terminate Your account, and in addition reserves any other legal remedy not barred by this Agreement. StudioVillage and its assignees are the sole determiners of what material violates this agreement, and their decisions are final, and unappealable.

You agree that You are solely liable for posting, transmitting, or storing any material that may violate any applicable local, state or federal law, or violates this Agreement.

You agree and acknowledge that the following uses of the Services are expressly prohibited, and You promise not to:

a. Use StudioVillage Services to exchange, transmit or store any material that violates any local, state, federal, or international law.

b. Use StudioVillage Services to distribute any harmful virus, adware, spybot, or any other device that affects a computer without the owner’s consent;

c. Directly or indirectly misrepresent yourself as an agent of StudioVillage, or misrepresent who you are to other users;
d. Use any file sending interfaces operated and maintained by StudioVillage for sending any files other than files related to StudioVillage transactions.

DISCLAIMER OF WARRANY AND LIABILITY

STUDIOVILLAGE PROVIDES ALL SERVICES “AS IS” AND “AS AVAILABLE” AND IS NOT RESPONSIBLE FOR ANY DAMAGES THAT MAY OCCUR FROM USING THE SERVICES.
STUDIOVILLAGE IS NOT RESPONSIBLE FOR THE WORK COMPLETED BY OTHER USERS, AND IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSS THAT OCCUR FROM ENTERING INTO A TRANSACTION WITH ANOTHER USER.
STUDIOVILLAGE IS NOT RESPONSIBLE FOR ANY DAMAGE TO SOFTWARE OR HARDWARE THAT RESULTS FROM USE OF THE SERVICES. USE IS THE SERVICES IS AT YOUR DISCRETION AND RISK.
STUDIOVILLAGE RESERVES THE RIGHT TO DISCONTINUE PROVIDING SERVICES AT ANY TIME WITHOUT NOTICE, AND YOU AGREE TO INDEMNIFY STUDIOVILLAGE, AND HOLD THEM HARMLESS FOR ANY DAMAGES OR LOSS THAT MAY RESULT FROM THE SERVICES BEING DISCONTINUED.

ARBITRATION AGREEMENT

1. You agree and acknowledge that You ( hereinafter “party” or “parties”) and StudioVillage (hereinafter “party” or “parties”) will attempt in good faith to resolve promptly any dispute, controversy, or claim arising out of or relating to this agreement or any claimed breach thereof by direct negotiation between You and any designated agent of StudioVillage.

2. The disputing party shall give the other party written notice of the dispute. Within 30 days  after notice is given, parties shall meet at a mutually acceptable time and place, and thereafter as often as those parties reasonably deem necessary, to exchange relevant information and attempt to resolve the dispute.

3. If the matter has not been resolved within 90 days after the disputing party gives notice, or if the party receiving notice will not meet within 90 days, either party may initiate mediation of the controversy, claim, or dispute in accordance with the rules and procedures of the American Arbitration Association.

4. All deadlines specified in this Article may be extended or modified by mutual agreement of the parties in writing.