Sales Agreement

MPC Expansion Exchange Sales Terms of Service

Welcome to MPC Expansion Exchange!

 

MPC Expansion Exchange’s service (the “MPC Expansion Exchange Service”) is located at expansion.exchange and is operated by inMusic Brands, Inc. and/or its subsidiaries (collectively, “MPC Expansion Exchange”). The MPC Expansion Exchange Service provides artists and sound designers with a forum to upload, market and offer their unique content for download by MPC users.

Use of the MPC Expansion Exchange Service is subject to the following Terms of Service.  If you do not agree to these Terms of Service, you are not authorized to use the MPC Expansion Exchange Service. These Terms of Service apply to all of our products and services.

Please read these Terms of Service, very carefully. If you do not agree to any of the provisions set out in those documents, you should not use the MPC Expansion Exchange Service. By accessing or using the MPC Expansion Exchange Service, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the MPC Expansion Exchange Service, you represent and warrant that you have read and understood the Terms of Service, Privacy Policy, Cookies Policy and Acceptable Use Policy, will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction, or if you are under 18 years of age or the age of majority in your jurisdiction, you are 13 years of age or more and have your parent(s)’ or legal guardian(s)’ permission to use the MPC Expansion Exchange Service.

 

Changes to Terms of Use

We reserve the right to change, alter, replace or otherwise modify these Terms of Service at any time. The date of last modification is stated at the end of these Terms of Service. It is your responsibility to check this page from time to time for updates.

When we make any updates to these Terms of Service, we will highlight this fact on the MPC Expansion Exchange Service. In addition, if you register an account and these Terms of Service are subsequently changed in any material respect (for example, for security, legal, or regulatory reasons), we will notify you in advance by sending a message to your account and/or an email to the email address that you have provided to us, and the revised Terms of Service will become effective six (6) weeks after such notification. You will have no obligation to continue using the MPC Expansion Exchange Service following any such notification, but if you do not terminate your account during such six (6) week period, your continued use of the MPC Expansion Exchange Service after the end of that six (6) week period will constitute your acceptance of the revised Terms of Service.

Use of the MPC Expansion Exchange Service

Information You Provide: Certain features of the MPC Expansion Exchange Service require registration. If you choose to register, you agree to provide and maintain accurate, current and complete information about yourself. Registration data and personal information about you are governed by inMusic’s Privacy Policy.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. Please immediately notify MPC Expansion Exchange of any unauthorized use of your password or account or any other breach of security.

Third Party Services: You may enable certain components of the Service or log in to the Service via certain third party services, such as SoundCloud® (“Third Party Services”). By logging in or directly integrating these Third Party Services into the MPC Expansion Exchange Service, we make your online tools and experiences richer and more powerful and personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into those Third Party Services. As part of such integration, the Third Party Services will provide us with access to certain information that you have provided to such Third Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.

Please remember that MPC Expansion Exchange has no control over the way Third Party Services use, store and disclose your information. Please review their policies to understand their privacy-related practices. MPC Expansion Exchange also has no control over the content made available through any Third Party Service. Please review their policies to understand their content-related practices. MPC Expansion Exchange does not have any liability or responsibility for the acts or omissions of any of the Third Party Services accessed through the MPC Expansion Exchange Service. MPC Expansion Exchange enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Promotions: Any contests, sweepstakes, surveys, games or similar promotions (collectively, “Promotions”) made available through the MPC Expansion Exchange Service may be governed by specific rules that are in addition to these Terms of Service. By participating in any Promotion, you will become subject to those rules. To the extent that the terms and conditions of the Promotion rules conflict with these Terms of Service, the terms and conditions of the Promotion will control.

Age Requirement: If you are under 13 years of age, you are not authorized to use the Service. If you are under 18 years old, you may use the MPC Expansion Exchange Service only with the approval of your parent or guardian.

Applicable Laws: In connection with your use of the MPC Expansion Exchange Service, you will comply with all applicable laws, regulations and industry standards.

General Practices and Instructions Regarding Use: You will comply with any instructions provided to you by MPC Expansion Exchange in connection with your use of the MPC Expansion Exchange Service. MPC Expansion Exchange may establish general practices and limits concerning use of the MPC Expansion Exchange Service. MPC Expansion Exchange reserves the right to change its instructions, general practices and limits at any time, in its sole discretion, with or without notice.

Sellers: Creation and Implementation of MPC Expansion Exchange Packs

The MPC Expansion Exchange Service allows sellers to upload and distribute custom MPC expansion packs.  Following are specific obligations concerning the upload and distribution of expansion packs. To the extent any expansion pack violates these Terms of Service, we may choose to remove the expansion pack in our discretion.

Your Right to Distribute Expansion Packs: By uploading expansion packs through the MPC Expansion Exchange Service, you represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to create and distribute the expansion packs (“Distribution Rights”), including any rights relating to the name, description, images, text or URL used for the expansion pack. You will provide MPC Expansion Exchange with evidence of your Distribution Rights upon request.

MPC Expansion Exchange does not claim any ownership rights in the content you upload to the MPC Expansion Exchange Service. Please be sure you maintain copies of all of your work. MPC Expansion Exchange has no responsibility or liability for the deletion or failure to store any content or information uploaded to the MPC Expansion Exchange Service.

MPC Expansion Exchange retains all ownership rights in any content and/or designs created by MPC Expansion Exchange developers and may not be used by you without MPC Expansion Exchange’s express written consent, other than in connection with your expansion packs on the MPC Expansion Exchange Service.

For the purpose of distributing your expansion packs and for the purpose of advertising the MPC Expansion Exchange Service in any medium that MPC Expansion Exchange chooses, you hereby grant MPC Expansion Exchange a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your Distribution Rights to copy, display, distribute, modify the content you upload to the MPC Expansion Exchange Service (including all related images, text, content and information).

Acceptable Use; Indemnity: Your use of the MPC Expansion Exchange Service, including the upload and distribution of expansion packs, is subject to these Terms of Service (including inMusic’s Acceptable Use Policy). To the extent any expansion pack violates or is alleged to violate our Acceptable Use Policy or any other part of these Terms of Service, in addition to any other remedies, you agree that MPC Expansion Exchange has the right to withhold and redirect any funds collected relating to the expansion packs, which funds will be disbursed based on MPC Expansion Exchange’s internal policies (for example, MPC Expansion Exchange may give the funds to a charity where an expansion pack falsely states it is raising funds for that charity, or MPC Expansion Exchange may apply such funds to any judgment or settlement, and/or the reimbursement of MPC Expansion Exchange’s expenses, resulting from a third party’s claim of infringement) and to control the defense or settlement of any claim or suit resulting from any such violation or alleged violation; and you agree to fully cooperate with MPC Expansion Exchange in such activities. Without limiting the foregoing, you also agree to indemnify and hold MPC Expansion Exchange harmless from any and all liabilities, losses, damages and expenses arising out of your violation or any alleged violation of our Acceptable Use Policy or any other part of these Terms of Service.

Quality of Artwork and Expansion Packs: Each expansion pack must meet reasonable production standards (e.g. an expansion pack may not include low quality sound). All of your advertisements or promotional descriptions, including content that is uploaded to the MPC Expansion Exchange Service, must be accurate and correct and must not include any content concerning non-MPC Expansion Exchange activities, events, products, services or promotions.

Proceeds from Expansion Packs: MPC Expansion Exchange sets the pricing for each expansion pack in its sole discretion in negotiation with you. (Typically we will take your existing price).   MPC Expansion Exchange if otherwise not notied intends to price according to the following general guidelines:

Suggested Pricing:

Expansion Pack Size

Retail Price

100MB – 250MB

$9.99

250MB – 500MB

$14.99

500MB – 1GB

$19.99

1GB – 2GB (Max)

$29.99

Notwithstanding these general guidelines, MPC Expansion Exchange reserves the right to adjust pricing for any reason (including adjusting downward for underperforming packs, increased premium pricing, bundling or sales pricing). You will earn a pre agreed % of the final sales price, less any refunds.  You will be paid quarterly. You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through the MPC Expansion Exchange Service. Prior to receiving your payout, you may be required to provide additional information to MPC Expansion Exchange as needed by MPC Expansion Exchange to comply with its reporting obligations.

Partnership Disputes: If you work with other people on your expansion packs, and there is a dispute between you and your partners, even though MPC Expansion Exchange receives notice of the dispute, MPC Expansion Exchange is entitled to make payouts and otherwise correspond with the original registrant. Alternatively, MPC Expansion Exchange may withhold payouts until the dispute is resolved, in MPC Expansion Exchange’s sole discretion.

Intellectual Property Complaints

MPC Expansion Exchange takes any allegations of infringement seriously. If MPC Expansion Exchange receives any complaint or allegation that your expansion pack constitutes an unauthorized use of a third party’s rights, you understand that MPC Expansion Exchange may remove your expansion pack(s), in its sole discretion. In addition, you understand that MPC Expansion Exchange may release your contact information to any third party that satisfactorily alleges a violation of its rights.

MPC Expansion Exchange will consider complaints of possible infringement only from parties that own, or have the exclusive right to exploit, the applicable intellectual property. If you believe that a MPC Expansion Exchange user has infringed upon your rights, please notify MPC Expansion Exchange by email at legal@inmusicbrands.com. You may also contact us by mail at the address provided at the end of these Terms of Service, attention Legal Department.

You must include with your notification the following information.

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property that you allege is being infringed;

  • The URL to the MPC Expansion Exchange expansion pack(s) used in connection with the sale of the allegedly infringing content;

  • Identification of the copyright, trademark or other rights that allegedly have been infringed, including proof of ownership (such as copies of subsisting

    trademark or copyright registrations);

  • Your full name, address, telephone number(s) and email address(es);

  • A statement that you have a good-faith belief that use of the material in the URL submitted is unauthorized by the rights owner,

    or its licensee, and such use amounts to infringement under federal or state law; and

  • A statement, under penalty of perjury, that the information in the notification is complete and accurate and that you are authorized to act on behalf of the owner of the copyright orother right

    that is allegedly infringed.

Repeat Infringer Policy: MPC Expansion Exchange has adopted a policy of terminating, in appropriate circumstances and at MPC Expansion Exchange’s sole discretion, users who are deemed to be repeat infringers. MPC Expansion Exchange may also at its sole discretion limit access to the MPC Expansion Exchange Service or terminate the memberships of any users who infringe or violate any intellectual property or other rights of others, whether or not there is any repeat infringement or violation.

Buyers: Purchasing of Expansion Packs

Payment: If you purchase any content through the MPC Expansion Exchange Service, you will be required to provide MPC Expansion Exchange information regarding your credit card or other payment instrument. You represent and warrant to MPC Expansion Exchange that such information is true and that you are authorized to use the payment instrument. You will be responsible for all taxes associated with your purchase of merchandise through the Service.

License to Use: By purchasing and downloading expansion packs through the MPC Expansion Exchange Service, you acknowledge that you do not own any of the content being purchased but rather all content is being licensed.  Your use of expansion packs is subject to inMusic’s <End User License Agreement>.  By purchasing, downloading and using expansion packs, you agree to be bound and comply with inMusic’s End User License Agreement.

MPC Expansion Exchange’s Proprietary Rights

Service Content, Software and Trademarks: You are only authorized to use the MPC Expansion Exchange Service for the purpose of engaging in business transactions with MPC Expansion Exchange. You may not use any automated technology to scrape, mine or gather any information from the MPC Expansion Exchange Service or otherwise access the pages of the MPC Expansion Exchange Service for any unauthorized purpose. If you are blocked by MPC Expansion Exchange from accessing the MPC Expansion Exchange Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). The technology and software underlying the MPC Expansion Exchange Service or distributed in connection therewith are the property of MPC Expansion Exchange, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.

The MPC Expansion Exchange Service may contain images, artwork, fonts and other content or features (“Service Content”) that are protected by intellectual property rights and laws. Except as expressly authorized by MPC Expansion Exchange, you agree not to modify, copy, frame, rent, lease, loan, sell, distribute or create derivative works based on the MPC Expansion Exchange Service or the Service Content, in whole or in part. Any use of the MPC Expansion Exchange Service or the Service Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by MPC Expansion Exchange.

The MPC Expansion Exchange name and logos are trademarks and service marks of MPC Expansion Exchange (collectively the “MPC Expansion Exchange Trademarks”). Other company, product and service names and logos used and displayed via the MPC Expansion Exchange Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to MPC Expansion Exchange. Nothing in these Terms of Service or the MPC Expansion Exchange Service should be construed as granting any license or right to use any of MPC Expansion Exchange Trademarks displayed on the MPC Expansion Exchange Service, without our prior written permission in each instance. All goodwill generated from the use of MPC Expansion Exchange Trademarks will inure to MPC Expansion Exchange’s exclusive benefit.

Third Party Material: Under no circumstances will MPC Expansion Exchange be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content or materials. To the maximum extent permitted under applicable law, the third party providers of such content and materials are express and intended third party beneficiaries of these Terms of Services with respect to their content and materials.

MPC Expansion Exchange may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of MPC Expansion Exchange, its users or the public.

Third Party Websites

The MPC Expansion Exchange Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. MPC Expansion Exchange has no control over such sites and resources and MPC Expansion Exchange is not responsible for and does not endorse such sites and resources. MPC Expansion Exchange will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the MPC Expansion Exchange Service are between you and the third party, and you agree that MPC Expansion Exchange is not liable for any loss or claim that you may have against any such third party.

Disclaimer of Warranties

YOUR USE OF THE MPC EXPANSION EXCHANGE SERVICE IS AT YOUR SOLE RISK. THE MPC EXPANSION EXCHANGE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MPC EXPANSION EXCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY EXPANSION PACK OR SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation of Liability

MPC EXPANSION EXCHANGE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MPC EXPANSION EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL MPC EXPANSION EXCHANGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MPC EXPANSION EXCHANGE OR MPC EXPANSION EXCHANGE HAS PAID YOU IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Termination

MPC Expansion Exchange, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the MPC Expansion Exchange Service and remove and discard any content within the MPC Expansion Exchange Service, for any reason. Further, you agree that MPC Expansion Exchange will not be liable to you or any third party for any termination of your access to the MPC Expansion Exchange Service.

Relationship

Each party is an independent contractor in the performance of each and every part of these Terms of Service. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of its activities under these Terms of Service. You do not have the authority to commit MPC Expansion Exchange in any way and will not attempt to do so or imply that you have the right to do so.

Governing Law

For users located in the European Union: These Terms of Service will be governed by the laws of the United Kingdom, without regard to its conflict of law provisions. With respect to any disputes, you and MPC Expansion Exchange agree to submit to the personal and exclusive jurisdiction of the courts located in London, England. The parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods.

For all other users: These Terms of Service will be governed by the laws of the State of Rhode Island without regard to its conflict of law provisions. With respect to any disputes, you and MPC Expansion Exchange agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Providence County, Rhode Island. The parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods.

General

These Terms of Service constitute the entire agreement between you and MPC Expansion Exchange and govern your use of the MPC Expansion Exchange Service, superseding any prior agreements between you and MPC Expansion Exchange with respect to the MPC Expansion Exchange Service. The failure of MPC Expansion Exchange to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of MPC Expansion Exchange, but MPC Expansion Exchange may assign or transfer these Terms of Service, in whole or in part, without restriction. Notices to you may be made via either email or regular mail. MPC Expansion Exchange may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the MPC Expansion Exchange Service.

inMusic Brands, Inc., 200 Scenic View Drive, Cumberland, RI 02864