Terms of Use for MyStudio.net and MyStudio® HD Recording Studios

Last Revised: January 15, 2012

INTRODUCTION AND BACKGROUND INFORMATION
Welcome to Studio One Media, Inc.’s (“Studio One”) MyStudio.net website – http://www.MyStudio.net (the “Website”). Studio One is the developer, owner, and operator of MyStudio®, a self-contained, state-of-the-art, high definition (HD) interactive audio and video recording studios designed for installation in shopping malls and other high-traffic pedestrian areas (the “MyStudio Recording Studios”). The MyStudio Recording Studios permit users (“Users”) to record HD videos with a quality, ease and convenience never before available to the general public. The MyStudio Recording Studios can be used to create videos for, among other things, music, modeling, comedy, dating, job resumes, auditions and personal messages and greetings (“User Videos”). The “MyStudio Service” includes, by way of example and not limitation, the MyStudio Recording Studios, Websites, MyStudio Music, and any other distribution channels through which Studio One makes content available to the public and third parties. Users have the ability to upload User Videos to the Website and, through the MyStudio Service Users can store and make their User Videos available to others and the public. User Videos can be used within an interactive community including the sending and receiving of e-mails, posting messages or commentary, and voting on contests (collectively, “User Commentary”). The right to upload and share User Videos on the Website and provide User Commentary (to “Submit” material) is limited to registered Users (“Members”). Users are permitted to create different audiovisual works inside MyStudio Recording Studios, including, but not limited to, videos of the User:

  1. performing pre-cleared or public domain musical works and sound recordings that are stored at the MyStudio Recording Studio and, during the performance of which, song lyrics are displayed in timed relation to the performance of such pre-cleared musical works and sound recordings (“MyStudio Karaoke Tracks”);
  2. performing musical works and sound recordings provided by the User on a compact disc inserted into the compact disc player inside the MyStudio Recording Studio;
  3. performing literary or musical works authored by the User or a third party, subject to all necessary licenses, permissions and authorizations, without accompaniment from any pre-recorded sound recordings; and
  4. creating job interview, dating, greeting, comedy or other similar videos.
The materials identified in clauses (ii), (iii) and (iv) above are defined as “Third-Party Materials.”

ACCEPTANCE OF TERMS
These Terms of Use, including the Introduction and Background Information set forth above (the “Terms”), govern your MyStudio Service (as defined in the Privacy Policy for MyStudio.net and MyStudio Recording Studios), which includes, by way of example and not limitation, MyStudio Recording Studios and the Website. These Terms create a legal contract between you and Studio One. Before using a MyStudio Recording Studio or this Website, you should carefully read these Terms. By creating a User Video in a MyStudio Recording Studio or accessing, browsing, Submitting User Videos or User Commentary to, or using the Website, or any other websites operated by Studio One, you acknowledge that you have read, understood and agree to be bound by these Terms, and any additional terms or modifications to these Terms that may be made by Studio One. You also represent and warrant that your use of the MyStudio Service will comply with any and all applicable laws and regulations. If at any time you do not agree to these Terms, including as amended by Studio One in its sole discretion from time to time, you should immediately terminate your use of the MyStudio Service. You may receive an additional copy of these Terms by e-mailing us at Contact@MyStudio.net and identifying the subject line of the email as “Terms of Use”.

ELIGIBILITY

You represent that you are at least 18 years of age and are otherwise fully able, competent and authorized to enter into and be bound by these Terms. If you are using or opening an account on the MyStudio Service on behalf of a company, entity or organization (collectively “Subscribing Organization”), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.

PRIVACY POLICY
Your privacy is important to Studio One. The MyStudio Privacy Policy is incorporated into these Terms by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of information.

INDIVIDUAL FEATURES AND SERVICES
When using the MyStudio Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features that may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms.

MODIFICATION OF THE TERMS
Studio One reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time, with or without specific notice to you other than through posting such modified Terms on the Website and pay station. Please check these Terms and any Guidelines periodically for changes. The most current and controlling Terms and Guidelines are posted on the Website. Your continued use of the MyStudio Service after the posting of any changes (including by maintaining any User Videos on the MyStudio Service) constitutes your binding acceptance of such changes.

MYSTUDIO SERVICE ACCESS
Studio One grants you permission to use the MyStudio Service as set forth in these Terms, provided that:

The Website is controlled and offered by Studio One from its facilities in the United States of America. Studio One makes no representations that the MyStudio Service is appropriate or available for use in other locations, and access to the Website from territories where the content on the Website may be illegal is prohibited. Those who access or use the MyStudio Service from other jurisdictions do so at their own risk subject to these Terms.

Fees. The standard fee for a recording session up to five minutes in length inside a MyStudio Recording Studio is Twenty Dollars ($20.00), but may differ depending upon markets, promotional activities, sponsorships, etc. MyStudio reserves the right to charge for use of the Website and to change its fees, for the MyStudio Recording Studio or the Website, from time to time in its sole discretion. In no event will you be charged for access to the Website unless we obtain your prior agreement to pay such charges. If you do not consent to such charges, however, you may not have access to paid content or services on the MyStudio Service.

Revocable License to Use MyStudio Recording Studio. The purchase of an “Activation Card”, which is the card that you receive to access a MyStudio Recording Studio for a recording session, is a revocable license. A MyStudio Recording Studio User voluntarily assumes all risk of property loss and personal injury that may result from the use of a MyStudio Recording Studio. Studio One may revoke the license and eject or refuse entry to any User for violation of these Terms, illegal or rowdy activity or misconduct as a Studio One employee may determine in their sole discretion. Any User interfering with the recording session of any other User may be denied access to a MyStudio Recording Studio. Activation Cards may not be duplicated. Unless specifically authorized in advance by Studio One, an Activation Card may not be offered in a commercial promotion or as a prize in a sweepstakes or contest. Studio One may choose to relocate a MyStudio Recording Studio to another location with or without notice. Refunds of an Activation Card will be decided on a case by case basis. Purchase or use of an Activation Card constitutes acceptance of these Terms.

Prohibited MyStudio Recording Studio Uses. MyStudio Recording Studios are offered to the public to enable Users to make high quality, HD User Videos. Nudity is not permitted in a MyStudio Recording Studio or a MyStudio video. Videos that are deemed offensive by the Studio One team may be removed from the Website or marked as inappropriate for all viewers. We are not responsible for any financial losses incurred to Users as a result of videos being removed that are deemed offensive based on inappropriate content, gestures, actions, content, etc. Each User is entitled to enter a clean, safe, and properly functioning MyStudio Recording Studio and to record an audiovisual work without interference or disturbance. You hereby agree that you will not destroy, deface, scratch, paint, write on, bring food, drinks, bottles, glass, liquids, gum, candy or any similar items into any MyStudio Recording Studio, distract or interfere with any other User’s use of a MyStudio Recording Studio, or otherwise cause damage to or harm any Studio One property, a MyStudio Recording Studio or any Studio One employee. You will leave the MyStudio Recording Studio in a clean and properly working condition upon completing your recording session inside a MyStudio Recording Studio. You may be responsible for any and all damage you cause to any MyStudio Recording Studio, including monetary damages and Studio One’s attorney’s fees.

OWNERSHIP; PROPRIETARY RIGHTS
The MyStudio Service is owned and operated by Studio One. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the MyStudio Service that are provided by Studio One (the “MyStudio Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. MyStudio Materials do not include User Uploaded Content (defined below). All MyStudio Materials contained on the MyStudio Service are the property of Studio One or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the MyStudio Materials or on the MyStudio Service are proprietary to Studio One or its affiliates and/or third-party licensors. Except as expressly authorized by Studio One, you agree not to sell, license, distribute, copy, modify, publicly perform, publicly display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the MyStudio Materials. Studio One reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the MyStudio Materials, except for the limited rights set forth in these Terms.

USER UPLOADED CONTENT
General. Studio One allows you to record a User Video and Submit, store, reproduce, distribute, publicly perform, publicly display and otherwise use through the MyStudio Service User Commentary and User Videos of MyStudio Karaoke Tracks and Third Party Materials (collectively, User Commentary, User Videos of My Studio Karaoke Tracks and User Videos of Third Party Materials are “User Uploaded Content”). Mystudio.net is a single source, “closed” video hosting website and therefore you are not permitted to Submit, upload, store, reproduce, distribute, publicly perform, publicly display or otherwise use any other video content not created at a MyStudio recording studio on or through the MyStudio Service except as outlined below in Alternative Means of Entry.

Alternative Means of Entry. For contests and auditions only, a video not recorded in a MyStudio Recording Studio can be entered into a contest or audition on the Mystudio.net website by sending a DVD of the video to: MyStudio Contests c/o Studio One Media, Inc, 7650 E. Evans Road, Suite C, Scottsdale, AZ 85260. Entrants must register as MyStudio.net members. Studio One will promptly transfer the DVD video to your Member account. Entries must be received before the contest end date to qualify. Entrant must send his/her MyStudio.net profile name, contest name, email address, birth date, full name, mailing address, and phone number. The DVD format must be Flash On2 VP6 (non-streaming, progressive download), 640 x 360 (16:9 aspect ratio), no greater than 700 kbps, and a total running time no greater than 4 minutes. Submitted DVDs will not be returned.

Privacy Settings for User Uploaded Content.
User Videos. Upon completion of a recording session at a MyStudio Recording Studio, the completed audio and video file is sent to and stored at a Studio One controlled electronic storage medium. You may view your video by signing up as a Member and entering the Privacy Code printed on your Activation Card at the MyStudio.net website. The video can be accessed for viewing purposes for 30 days from the date the video was created. Within 30 days of the creation of the video the User must affirmatively elect to upload and activate the video through their Member account to access the Member Services features. If you do not elect to activate your User Video within 30 days of recording the video, you will not have the ability to view your User Video at a later time. User Videos Submitted to the Website (whether they are User Videos of you performing MyStudio Karaoke Tracks or Third-Party Materials) are not made publicly available until you register as a Member and change the relevant privacy setting for your User Video. You must affirmatively choose to make your uploaded User Video public, either by sharing the User Video with a defined group of other Users or with all Users of the MyStudio Service. Once you make a User Video public, it is public. You may remove a User Video from public availability at any time by:

  1. Signing into your account
  2. Click on "My Account"
  3. Click on "Video Info" icon
  4. Select "Make Video Private"
  5. Click "Submit"

or by removing the User Video from the MyStudio Service. Notwithstanding the foregoing, Studio One makes no representations or guarantees that a User Video, once made public, even if later marked private or removed from the MyStudio Service, will not continue to be available to the public through other sources. This is due to certain characteristics and functionalities of the Internet. As more fully described in the Privacy Policy for MyStudio.net and MyStudio Recording Studios, there may be limited circumstances where Studio One may allow access to User Videos marked as private, for example, in response to a subpoena or other legal process.

User Commentary. Studio One does not guarantee any confidentiality with respect to any User Commentary Submitted by you to the MyStudio Service. You should assume that any User Commentary you Submit will be available to all Users of the MyStudio Service.

Entertainment and Information Purposes Only. Unless otherwise provided for in a Guideline, as for example, with respect to any contests that may be sponsored by Studio One, the User Uploaded Content is displayed for entertainment and informational purposes only.

No Obligation to Publish. Studio One does not control User Uploaded Content. Studio One makes no representation that it will publish or make available on the MyStudio Service any User Uploaded Content, and reserves the right, in its sole discretion, to remove or refuse to allow any User Uploaded Content on the MyStudio Service.

License Grant by You to Studio One. You shall retain all of your ownership rights in your User Uploaded Content. However, by submitting User Uploaded Content to the MyStudio Service, you hereby grant Studio One and its affiliates, sublicensees, partners, designees, and assignees a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicenseable, and transferable license, throughout the universe, to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Uploaded Content in connection with the MyStudio Service and Studio One’s (and its successor’s) business, including, without limitation, for promoting and redistributing part or all of the MyStudio Service (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. By way of example and not limitation, you grant Studio One the right to use your User Videos or portions thereof in advertising and promotional, television programming, highlight and bloopers videos, without any compensation to you. You hereby grant Studio One and its affiliates, sublicensees, partners, designees, and assignees the right to use the name that you submit in connection with your User Uploaded Content if they choose to do so. You hereby irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Uploaded Content. You also hereby grant to each User of the MyStudio Service a non-exclusive license to access your User Uploaded Content through the MyStudio Service, and to use, reproduce, distribute, prepare derivative works of, publicly display, and publicly perform such User Uploaded Content as permitted by the functionality of the MyStudio Service and these Terms, as amended from time to time.

User Uploaded Content Prohibited Uses General. . In connection with your User Uploaded Content, you agree that you will not:

  1. Publish falsehoods or misrepresentations that could damage Studio One or any third party;
  2. Use any copyrighted content, including, but not limited to, literary works, musical works or sound recordings, owned or controlled by a third party, without obtaining the necessary permissions, licenses and authorizations for the use of such third party content;
  3. Submit material that is unlawful, defamatory, libelous, slanderous, threatening, lewd, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate;
  4. Post advertisements or solicitations of business if using MyStudio licensed content;
  5. Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  6. Submit User Uploaded Content that would be harmful to minors in any manner.

User Videos of MyStudio Karaoke Tracks. In connection with the creation of a User Video recording you performing a MyStudio Karaoke Track, you agree that you will not alter or manipulate the fundamental character of the underlying musical work (the notes and lyrics) in the MyStudio Karaoke Track, except to allow for a change of key or tempo.

Content Disclaimer. You understand that when using the MyStudio Service, you will be exposed to User Uploaded Content from a variety of sources, and that Studio One is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such User Uploaded Content. You further understand and acknowledge that you may be exposed to User Uploaded Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Studio One with respect thereto. Studio One does not endorse any User Uploaded Content or any opinion, recommendation or advice expressed therein. Under no circumstances will Studio One be liable in any way for or in connection with any User Uploaded Content, including, but not limited to, for any inaccuracies, errors or omissions in any User Uploaded Content, any intellectual property infringement with regard to any User Uploaded Content, or for any loss or damage of any kind incurred as a result of the use of any User Uploaded Content Submitted, posted, electronically mailed or otherwise displayed or transmitted on or through the MyStudio Service. By accessing or using any User Uploaded Content through the MyStudio Service you waive any and all claims against Studio One that you may have arising out of or relating to such User Uploaded Content.

MONITORING USERS AND CONTENT
Monitoring of MyStudio Recording Studios. Studio One reserves the right to monitor Users of MyStudio Recording Studios through the use of security cameras located inside and outside of the MyStudio Recording Studios. Security cameras are provided for the safety of Users, our employees and the MyStudio Recording Studios. Studio One makes no representations or warranties that the security cameras will be monitored on a 24 x 7 x 365 basis. You acknowledge and agree that, by using a MyStudio Recording Studio, you consent to any monitoring that Studio One may conduct and that such monitoring video footage may be provided to any law enforcement authorities or others in Studio One’s sole discretion.

No Responsibility for Monitoring User Uploaded Content. You understand that all User Uploaded Content is the sole responsibility of the person submitting such User Uploaded Content. This means that you, and not Studio One, are entirely responsible for all User Uploaded Content Submitted by you and made available through the MyStudio Service. Studio One does not control User Uploaded Content and does not have any obligation to monitor such User Uploaded Content for any purpose. If at any time, Studio One chooses, in its sole discretion, to monitor User Uploaded Content, Studio One nonetheless assumes no responsibility for the User Uploaded Content, no obligation to modify or remove any inappropriate User Uploaded Content, and no responsibility for the conduct of the User submitting any such User Uploaded Content. You acknowledge that Studio One may or may not pre-screen User Uploaded Content, and that Studio One and its affiliates, sublicensees, designees and assignees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Uploaded Content that is available via the MyStudio Service.

THIRD-PARTY WEBSITES
Studio One or third parties may provide links on the MyStudio Service to other sites or content (“Reference Sites”). Studio One has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, privacy policies, practices, nature, availability or reliability of Reference Sites or content linked to by the MyStudio Service. Studio One provides links to you only as a convenience, and the inclusion of any link on the MyStudio Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. By using the MyStudio Service, you expressly relieve Studio One from any and all liability arising from your use of any third-party web site. When you leave the MyStudio Service, our terms and policies no longer govern. Accordingly, you should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to Studio One and its affiliates, sublicensees, designees, and assignees that:

REMOVAL OF USER UPLOADED CONTENT
Studio One and its affiliates, sublicensees, designees, and assignees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Uploaded Content that is available on the MyStudio Service, in whole or in part, at any time, for any reason or no reason, with or without notice, and with no liability of any kind. By way of example and not limitation, Studio One may remove User Uploaded Content from the MyStudio Service that Studio One determines violates these Terms, is otherwise objectionable, or may harm, discredit or subject Studio One and the MyStudio Service to liability.

AVAILABILITY OF SERVICE
Studio One may make changes to or discontinue the MyStudio Service, or any of the media, web communities, products, or services available within the MyStudio Service, at any time and without notice. The media, products, or services on the MyStudio Service may be out of date, and Studio One makes no commitment to update or maintain the accuracy of these materials. .

PROHIBITED USES
As a condition of your use of the MyStudio Service, you will not use the MyStudio Service (including, for the avoidance of doubt, any MyStudio Recording Studio) for any purpose that is unlawful, offensive, obscene or prohibited by these Terms. Access to the MyStudio Materials and the MyStudio Service from territories where their access or use thereof is illegal is strictly prohibited. MyStudio Service Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, electronic mail, or privacy.

ACCOUNT INFORMATION
In order to access some features of the MyStudio Service, you will have to create a Member account. You agree that the information you provide to Studio One upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that Studio One may access, preserve and disclose your account information and User Uploaded Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary, in Studio One’s sole discretion, to: (1) comply with legal process; (2) enforce the Terms; (3) respond to a claim that any User Uploaded Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Studio One, its Users and the public.

PASSWORD
When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify Studio One. You may be liable for the losses incurred by Studio One or others due to any unauthorized use of your account.

DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the MyStudio Service are solely between you and such advertiser. YOU AGREE THAT STUDIO ONE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE MYSTUDIO SERVICE.

USER DISAGREEMENTS
You are solely responsible for your involvement with other Users of the MyStudio Service. Studio One reserves the right, but has no obligation, to monitor disputes between you and other Users.

TERM AND TERMINATION Term. These Terms shall remain in full force and effect between you and Studio One for so long as you use the MyStudio Service or are a Member.

Termination.
Termination by Member. If you are dissatisfied with the MyStudio Service, please let us know by emailing us at Contact@MyStudio.net. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the MyStudio Service, (ii) any term of these Terms, (iii) any policy or practice of Studio One in operating the MyStudio Service, or (iv) any content or information transmitted through the MyStudio Service, is to terminate these Terms and your Membership. You may terminate your membership in the MyStudio Service at any time, for any reason or for no reason, by following the instructions on your “My Account” page, under Account Settings, by discontinuing your use of any and all parts of the MyStudio Service, or by providing Studio One notice of termination by emailing us at Accounts@MyStudio.net.

Termination by Studio One. You agree that Studio One, in its sole discretion and for any or no reason, may terminate any User or Member account (or any part thereof) you may have at the MyStudio Service or your use of the MyStudio Service, and remove and discard all or any part of your account or any User Uploaded Content, at any time, with or without notice. Studio One may also in its sole discretion and at any time discontinue providing access to the MyStudio Service, or any part thereof, with or without notice. You agree that any termination of your access to the MyStudio Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Studio One shall not be liable to you or any third-party for any such termination. Studio One does not permit infringing activities in or on the MyStudio Service, and reserves the right to terminate access to the MyStudio Service, and remove all content Submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Studio One may have at law or in equity.

Status of User Content Upon Termination. Upon termination of your membership in the MyStudio Service, your and public access to your User Uploaded Content will be disabled within a commercially reasonable amount of time. Notwithstanding the foregoing, certain of your User Content may remain on servers and other storage media maintained, owned or controlled by or on behalf of the MyStudio Service pursuant to the license granted herein.

DISCLAIMERS; NO WARRANTIES
No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, STUDIO ONE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STUDIO ONE OR THROUGH THE MYSTUDIO SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM STUDIO ONE INCLUDES STUDIO ONE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES, SUBCONTRACTORS, DESIGNEES AND ASSIGNS.

"As is" and "As available" and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE MYSTUDIO SERVICE IS AT YOUR SOLE RISK. THE MYSTUDIO SERVICE, USER UPLOADED CONTENT, AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MYSTUDIO SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Platform Operation and Content. STUDIO ONE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE MYSTUDIO MATERIALS, USER UPLOADED CONTENT, MYSTUDIO SERVICE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE MYSTUDIO SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

Accuracy. STUDIO ONE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MYSTUDIO SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN USER VIDEOS, INFORMATION, MATERIALS, OR DATA THROUGH THE MYSTUDIO SERVICE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

LIMITATION OF LIABILITY AND DAMAGES
Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL STUDIO ONE OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE YOUR USER VIDEOS, THE MYSTUDIO SERVICE, OR USER UPLOADED CONTENT, OR ANY OTHER INTERACTIONS WITH THE MYSTUDIO SERVICE, EVEN IF STUDIO ONE OR A STUDIO ONE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, STUDIO ONE’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Limitation of Damages. IN NO EVENT SHALL STUDIO ONE OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MYSTUDIO SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID STUDIO ONE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN STUDIO ONE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE MYSTUDIO SERVICE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.

RELEASE AND INDEMNIFICATION
Release.
Without limiting the above, you hereby release, discharge, and hold harmless Studio One and its parent, subsidiaries, affiliates, sublicensees, licensors, vendors, suppliers, partners, designees, and assigns and each of their respective employees, officers, directors, and suppliers (collectively, “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs, and expenses of any kind (including, without limitation, attorneys’ fees), arising out of, resulting from, or by reason of, your User Uploaded Content, including, without limitation, any exploitation of your User Uploaded Content, on any legal theory whatsoever (including, but not limited to, copyright infringement, personal injury, rights of privacy and publicity, idea misappropriation, false light or defamation).

Indemnification. You agree to indemnify and hold harmless Studio One, and its parent, subsidiaries, affiliates, sublicensees, licensors, vendors, suppliers, partners, designees, assigns or any related companies (including those which share substantially common ownership), and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of: (a) your use or misuse of the MyStudio Service; (b) your User Uploaded Content, including Studio One’s use, reproduction, distribution, public display, public performance or other exercise of its license rights granted herein with respect to your User Uploaded Content; (c) your violation of these Terms or any Guidelines; (d) your violation of the rights of any other person or entity, including claims that any User Uploaded Content infringes or violates any third party intellectual property rights; and (e) your breach of the foregoing representations, warranties, and covenants. Studio One reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Studio One.

USE OF LITERARY WORKS, MUSICAL WORKS AND SOUND RECORDINGS; DIGITAL MILLENNIUM COPYRIGHT ACT
Performing Rights. Studio One is responsible for obtaining any licenses necessary for the public performance of musical works included in the MyStudio Karaoke Tracks catalogue.

Other Rights. Studio One is responsible for obtaining any other licenses necessary for the exploitation of musical works and sound recordings included in the MyStudio Karaoke Tracks. If you create a User Video of you performing Third-Party Materials, whether they be performances of literary works or musical works or include sound recordings, then you are responsible for obtaining all necessary licenses, rights, consents, and permissions to publicly perform, publicly display, record, reproduce, distribute, and otherwise exploit any copyrighted materials in the User Video and to authorize Studio One to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit the User Video in connection with the MyStudio Service.

Copyright Owner Rights. If you are a copyright owner or an agent thereof, and you believe any content Submitted to and hosted on the MyStudio Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Studio One’s Designated Copyright Agent with the following information in writing: a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the MyStudio Service are covered by a single notification, a representative list of such works on the MyStudio Service; identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Studio One to locate the material; information reasonably sufficient to permit Studio One to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is/are allegedly infringed by the aforementioned content.”).
Please consult your legal counsel or see 17 U.S.C. § 512 to confirm these requirements. It is Studio One's policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Studio One will promptly terminate the accounts of Users that are determined by Studio One to be "repeat infringers." If Studio One receives more than three takedown notices regarding a Member's User Uploaded Content, then that User will be considered a repeat infringer and their account will be terminated.

Please consult your legal counsel or refer 17 U.S.C. § 512 to confirm these requirements. It is Studio One’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Studio One will promptly terminate the accounts of Users that are determined by Studio One to be “repeat infringers.” If Studio One receives more than three takedown notices regarding a Member’s User Uploaded Content, then that User will be considered a repeat infringer and their account will be terminated. Studio One’s designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, 7650 E. Evans Road, Suite C, Scottsdale, Arizona 85260, or by electronic mail at: Copyright@MyStudio.net. For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Studio One customer service through Contact@MyStudio.net. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter Notification. If you believe that your User Uploaded Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to Submit the User Uploaded Content to the MyStudio Service, then you may send a counter notification containing the following information to Studio One’s Designated Copyright Agent:

  1. Your physical or electronic signature
  2. Identification of the User Uploaded Content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that you have a good faith belief that your User Uploaded Content was removed or disabled as a result of mistake or misidentification of the User Uploaded Content to be removed or disabled; and
  4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Maricopa County, Arizona, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Copyright Agent, then Studio One may send a copy of the counter-notice to the original complaining party informing that person or entity that Studio One may replace the removed User Uploaded Content or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the Member Submitting the User Uploaded Content, the removed User Uploaded Content may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter-notice, at Studio One’s sole discretion.

MISCELLANEOUS.
Notice. Studio One may provide you with notices by electronic mail, regular mail or postings on the MyStudio Service. If Notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless Studio One is notified that the electronic mail address is invalid. If notice is provided by posting, then notice will be deemed given upon posting on the Website. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the MyStudio Service. In such case, notice will be deemed given three days after the date of mailing.

Dispute Resolution. If a dispute arises between you and Studio One, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Studio One agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or the MyStudio Service (a “Claim”) in accordance with one of the subsections below or as Studio One and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Choice of Law; Forum. You agree that (i) the Website shall be deemed solely based in Arizona and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Studio One, either specific or general, in jurisdictions other than Arizona. These Terms shall be governed in all respects by the internal substantive laws of the State of Arizona, without respect to its conflict of laws principles. You agree that any claim or dispute you may have against Studio One arising out of or relating to your use of a MyStudio Recording Studio, the Website or the MyStudio Service must be resolved by a court located in Maricopa County, Arizona, except as otherwise agreed by you and Studio One. You agree to submit to the personal jurisdiction of the courts located within Maricopa County, Arizona for the purpose of litigating all such claims or disputes.

Improperly Filed Claims. All claims you bring against Studio One must be resolved in accordance with the above section on Dispute Resolution. All claims filed or brought contrary to this section on Dispute Resolution shall be considered improperly filed. Should you file a claim contrary to the section on Dispute Resolution, Studio One may recover attorneys’ fees and its reasonable costs incurred in responding to such improperly filed claim.

Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Studio One to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Studio One without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Studio One as a result of these Terms or use of the MyStudio Service. You further acknowledge that by submitting User Uploaded Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Studio One other than pursuant to these Terms.

Survival. The following provisions of these Terms will survive the termination of this Agreement: Privacy Policy; Ownership; Proprietary Rights; User Uploaded Content; Third-Party Websites; Representations and Warranties; Removal of User Uploaded Content; Prohibited Uses; Account Information; Password; Dealings with Advertisers; User Disagreements; Term and Termination; Disclaimers; No Warranties; Limitation of Liability and Damages; Release and Indemnification; User of Literary Works, Musical Works and Sound Recordings; Digital Millennium Copyright Act; Miscellaneous.

Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and Studio One relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing signed by both parties or by a change to these Terms or Guidelines made by Studio One as set forth above.

Disclosures. The services hereunder are offered by Studio One Media, Inc., located at 7650 E. Evans Road, Suite C, Scottsdale, Arizona 85260, electronic mail: Contact@MyStudio.net. If you are a California resident, you may have this same information electronic mailed to you by sending a letter to the foregoing address with your electronic mail address and a request for this information.