ALL USERS MEMBERSHIP AGREEMENT

These Site Terms are a legal agreement ("the Agreement") between you and digiClique Entertainment stating the terms that govern your Membership with DIGICLIQUE.COM. Please read the entire Agreement carefully. You must accept and abide by the terms of the Agreement as presented in order to use the Site. Changes, additions, deletions or counteroffers will not be accepted.

DIGICLIQUE.COM may from time to time amend, supplement or modify the terms of this Agreement.  Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. If you do not agree to be bound by the Agreement as amended, you must stop using the Site.

1. Your Information.

You agree to provide accurate, current, and complete information required to register with the Site and at other times as may be required in the course of using the Site ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. DIGICLIQUE.COM may terminate your right to use any or all of the Site if any information you provide is false, inaccurate or incomplete as determined by DIGICLIQUE.COM in its sole discretion. You agree that DIGICLIQUE.COM may store and use the Registration Data you provide (including credit card information) for use in providing the Site, including but not limited to, maintaining and collecting your accounts and billing fees to your credit card. DIGICLIQUE.COM's use of your Registration Data is subject to the terms of our Privacy Policy.

2. User Account and Site Security.

Account and Password. As a registered user of the Site, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else, and must not use, or attempt to access or use anyone else's Account. You are entirely responsible for all purchases and other activities that occur on or through your Account, and you agree to immediately notify DIGICLIQUE.COM of any unauthorized use of your Account or any other breach of security. DIGICLIQUE.COM shall not be responsible for any losses arising out of unauthorized use of your Account.

Security. You understand that the Site, and products purchased through the Site, such as music, images, artwork, and other copyrightable material ("Products"), include a security framework using technology that protects digital information and imposes usage rules established by DIGICLIQUE.COM and its licensors ("Usage Rules"). The Usage Rules are part of this Agreement. You agree that your purchase of Products constitutes your agreement to use such Products solely in accordance with the Usage Rules, and that any other use of the Products may result in civil or criminal liability. DIGICLIQUE.COM reserves the right to modify the Usage Rules at any time. Your compliance with the Usage Rules may be monitored by DIGICLIQUE.COM, and DIGICLIQUE.COM reserves the right to enforce the Usage Rules with or without notice to you.

3. Usage Rules.

You are entitled to download, export, burn or copy Products solely for personal, noncommercial use in accordance with the terms of this Agreement. Any burning or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver of any rights of the copyright owners in any Product or in any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in any Product. No right, title or interest in any downloaded Products or software is transferred to you as a result of any downloading or copying or otherwise. All rights in the Products are owned by DIGICLIQUE.COM or its licensors and you have only a limited, nontransferable, nonexclusive, revocable, nonsublicensable right to use the Products for personal use in accordance with the terms of this Agreement.

You may not reproduce (except as noted above), publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products, the Site or any related software. You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with the Products. You may not play and then re-digitize any Products, or upload those Products to the Internet. You may not use the Products in conjunction with any other third-party content (e.g, to provide sound for a film). You may not sell or offer to sell the Products, including but not limited to, posting any Product for auction, on any Internet auction site. All Products are sublicensed to you and not sold, notwithstanding the use of the terms "sell," "purchase," "order," or "buy" on the Site or in this Agreement.
 
WITHOUT LIMITING ANY PROVISION HEREIN, DIGICLIQUE.COM MAKES NO WARRANTY THAT ANY PARTICULAR COMPACT DISC BURNER OR PORTABLE DEVICE WILL BE COMPATIBLE WITH THE SITE OR THAT ANY COMPACT DISC BURNED USING THE SITE WILL FUNCTION IN ALL COMPACT DISC PLAYERS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR RECORDING AND PLAYBACK SYSTEM(S) WILL FUNCTION CORRECTLY.

The delivery of a Product does not transfer to you any commercial or promotional use rights in the Product.

4. Order Acceptance Policy; Other Restrictions.

All Sales are final and all charges from those sales are nonrefundable, except as otherwise set forth in this Agreement.

In addition, the following restrictions apply to your purchase:

Age Requirement for use of the Site. The Site is available only for individuals who are eighteen (18) years of age. DIGICLIQUE.COM is relying on your representation that you are at least 18 years of age; DIGICLIQUE.COM would not enter this Agreement with you and would not allow you to access the Site but for your representation that you are at least 18 years of age.

Territory. Purchases from DIGICLIQUE.COM Music Downloads are available only in the United States and are not available in any other location. You agree not to use or attempt to use the site from outside of the available territory. DIGICLIQUE.COM may use technologies to verify your compliance. You agree to abide by United Sates and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.
 
5. Agreement to Pay.

Payment for Products. You agree to pay for all Products you purchase through the Site, and that DIGICLIQUE.COM is authorized to bill your chosen payment method for any Products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. You are responsible for the timely payment of all fees and for providing DIGICLIQUE.COM with a valid payment method for payment of all fees.

Electronic Signatures and Contracts. Your use of the Site includes the ability to enter into agreements and/or to make purchases electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements and to pay for such purchases. Your agreement and intent to be bound by electronic submissions applies to all transactions you enter into on this Site, including notices of cancellation, policies, contracts, and applications.

Payment Methods. DIGICLIQUE.COM currently only accepts credit and debit cards as a form of payment. At the time your order is placed, DIGICLIQUE.COM obtains a pre-approval from the credit card company for the amount of the order. Your credit or debit card will be billed when the Product is "shipped". For purposes of the Site, an order will be deemed "shipped” when the link for the Product download is presented to you . We are unable to accept credit or debit cards issued by banks outside of the United States. Debit cards and check cards have daily spending limits that may prevent the processing of your order. If a purchase has been declined online due to credit or debit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your purchase and should use another credit or debit card.
 
Prices. DIGICLIQUE.COM reserves the right to change prices for Products offered at DIGICLIQUE.COM at any time.

6. Delivery of Product.

DIGICLIQUE.COM makes every effort to provide a broad music offering. For this reason, DIGICLIQUE.COM reserves the right to change music options without notice.

On occasion, technical and other problems may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either replacement of such Product, or refund of the purchase price paid for such Product, as determined by DIGICLIQUE.COM.
 
7. Intellectual Property.

Acknowledgement of Ownership. You agree that the Site, including without limitation all software, technology, web sites, text, graphics, user interfaces, visual interfaces, photographs, trademarks, trade dress, logos, sounds, music, artwork, compilation of content, postings, links to other Internet resources, and computer code comprising, incorporated in, appearing on, or used by the Site, together with the design, structure, selection, coordination, expression, look and feel, and arrangement of all such elements of the Site, are owned by DIGICLIQUE.COM and/or its licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use the Site or any element thereof in any way whatsoever except in strict compliance with the terms of this Agreement. No portion of the Site or any element thereof may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Site or any element thereof, in any manner, and you shall not use the Site or any element thereof to trespass or burden network capacity. UNAUTHORIZED USE OF ANY SOFTWARE USED BY THE SITE, OR ANY OTHER ELEMENT OF THE SITE, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

8. Termination.

DIGICLIQUE.COM, in its sole discretion, reserves the right to modify, suspend or discontinue the Site at any time and in any way, in whole or in part, with or without notice, and with no liability to you, including without limitation with respect to Products, content or other materials comprising a part of the Site. DIGICLIQUE.COM will not be liable for the removal of or disabling of access to any Products, content or other materials under this Agreement. DIGICLIQUE.COM further reserves the right, in its sole discretion, to terminate this Agreement with you and/or your use of the Site (or any part thereof) at any time, with our without notice, for any or no reason. In particular, if you fail, or DIGICLIQUE.COM suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide DIGICLIQUE.COM with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, or violation of the Usage Rules, DIGICLIQUE.COM, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the Site (or any part thereof).
 

9. General Compliance with Laws.

The Site is controlled and operated by DIGICLIQUE.COM from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Site.

10. Enforcement of These Terms of Site.

DIGICLIQUE.COM reserves the right to takes steps DIGICLIQUE.COM believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to DIGICLIQUE.COM's right to cooperate with any legal process relating to your use of the Site and/or Products, and/or a third party claim that your use of the Site and/or Products is unlawful and/or infringes such third party's rights). You agree that DIGICLIQUE.COM has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as DIGICLIQUE.COM believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to DIGICLIQUE.COM's right to cooperate with any legal process relating to your use of the Site and/or Products, and/or a third party claim that your use of the Site and/or Products is unlawful and/or infringes such third party's rights).

11. No Responsibility for Third-Party Materials or Web sites.

Certain content, Products, and sites available via the Site may include materials from third parties. In addition, DIGICLIQUE.COM may provide links to certain third-party web sites. You acknowledge and agree that DIGICLIQUE.COM is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. DIGICLIQUE.COM does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or sites of third parties. Links to other web sites are provided solely as a convenience to you. If you decide to link to any such third-party web sites, you do so entirely at your own risk.

12. Disclaimer of Warranties; Limitation of Liability.

DIGICLIQUE.COM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME DIGICLIQUE.COM MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SITE AT ANY TIME, WITHOUT NOTICE TO YOU. DIGICLIQUE.COM DOES NOT REPRESENT OR GUARANTEE THAT THE SITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND DIGICLIQUE.COM DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SITE IS AT YOUR SOLE RISK. THE SITE AND ALL PRODUCTS AND SITES DELIVERED TO YOU THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL DIGICLIQUE.COM OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF DIGICLIQUE.COM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES
YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF INFORMATION IS AT YOUR SOLE RISK, AND DIGICLIQUE.COM HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

DIGICLIQUE.COM MAKES NO WARRANTY THAT ANY PARTICULAR SOFTWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM WILL BE COMPATIBLE WITH THE PRODUCTS OR THE SITE OR THAT ANY SOFTWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE SITE WILL FUNCTION IN ANY MANNER. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SOFTWARE, EQUIPMENT AND OTHER DEVICES AND SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE PRODUCTS AND THE SITE.

13. Waiver and Indemnity.

By using the Site, you agree to indemnify and hold DIGICLIQUE.COM, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Site, or any action taken by DIGICLIQUE.COM as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred. You cannot sue or recover any damages from DIGICLIQUE.COM, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information, Product, or content, to warn you, to suspend or terminate your access to the Site, or to take any other action during the investigation of a suspected violation or as a result of DIGICLIQUE.COM'S conclusion that a violation of this Agreement has occurred.

14. Changes.

DIGICLIQUE.COM reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Site. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Site following the posting of changes will mean that you accept and agree to the Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

15. Governing Law; Remedies.

The laws of the State of Tennessee, excluding its conflicts of law rules, govern these Terms and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with DIGICLIQUE.COM or relating in any way to your use of the Site resides in the courts of the State of Tennessee.

You understand and agree that any unauthorized use of the Site (including all elements thereof), the Products, or any related software or materials, would result in irreparable injury to DIGICLIQUE.COM and/or its affiliates or licensors for which money damages would be inadequate, and in such event DIGICLIQUE.COM, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that DIGICLIQUE.COM, its affiliates and/or licensors may have under separate legal authority, including but not limited to, any claim for intellectual property infringement.

16. Miscellaneous.

This Agreement, together with the Terms of Use and Privacy Policy for the DIGICLIQUE.COM website, constitutes the entire agreement between you and DIGICLIQUE.COM regarding the Site and governs your use of the Site, superseding any prior agreements between you and DIGICLIQUE.COM relating to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate sites, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. DIGICLIQUE.COM's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. DIGICLIQUE.COM will not be responsible for failures to fulfill any obligations due to causes beyond its control. DIGICLIQUE.COM obtains permission from record companies and other content owners to make their musical and other content available to you through the Site. You agree that the content owners that license their musical and other content to DIGICLIQUE.COM for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content.