MUSIC CHOICE

TERMS AND CONDITIONS

Terms OF USE AGREEMENT

Updated as of July 2011

Introduction

Music Choice offers its music-related programming, including the MUSIC CHOICE® music channels, the MUSIC CHOICE® music video channels, the MUSIC CHOICE® video-on-demand service, and SWRV® (collectively, the "Services"), through its third party affiliates (collectively, “Distributors”) as part of their digital television and broadband internet services. This is the website associated with the Services (the “Site”) and it includes all websites and webpages that are associated with www.musicchoice.com. These are the official Terms of Use that govern the content, features, and activities related to the Site and the Services.  These Terms of Use constitute a legally binding agreement (the “Agreement”) between you and Music Choice, so please read them carefully before using the Site or the Services.  By browsing the Site or participating in any of the Services, you agree to be bound by the terms and conditions of this Agreement and any applicable laws.  The Distributors are third party beneficiaries of this Agreement. 

Music Choice respects the privacy concerns of our viewers and users of the Site and the Services.  For general information concerning the collection and use of information by Music Choice, please refer to our Privacy Policy at http://www.musicchoice.com/PrivacyPolicy.htm, the terms of which are incorporated herein by reference. 

Music Choice reserves the right, in its sole discretion, to change the terms of this Agreement at any time by updating the Site.  You should check back frequently and review these Terms of Use regularly so that you are aware of your most current rights and obligations and the terms and conditions of your Agreement with us.  If you use the Site or the Services after the posting of any such changes, you signify your agreement to be bound by the changes.   

IF YOU ARE NOT AT LEAST 18 YEARS OLD, YOU MUST HAVE YOUR PARENT’S OR LEGAL GUARDIAN’S PERMISSION BEFORE YOU SUBMIT ANY CONTENT FOR DISPLAY ON ANY OF THE SERVICES.  IN NO EVENT MAY YOU USE THE SITE, SUBMIT CONTENT OR PARTICIPATE IN THE SERVICES IN ANY WAY IF YOU ARE UNDER 13 YEARS OF AGE.  YOU MUST BE A RESIDENT OF THE UNITED STATES TO PARTICIPATE IN THE SERVICES.

Intellectual Property Rights

All text, images, graphics, multimedia content or other material (including, without limitation, musical compositions, sound or video recordings and all other copyrightable elements, and the selection and arrangement thereof) on the Site or transmitted through the Services, and all related code (the “Materials”) are owned or being used with permission by Music Choice.  Except as

expressly permitted in this Agreement, access to the Services does not grant you the right to copy, modify, distribute, perform publicly, display or transmit any of the Materials.

MUSIC CHOICE®, SHOWOFF®, and SWRV® are federally registered trademarks of Music Choice.  Other marks that appear on the Site or as part of the Services are the service and trademarks of Music Choice.  All other trademarks, service marks and logos that appear on the Site or as part of the Services are the trademarks, service marks and logos of their respective owners.

Submitting User Content

Music Choice provides various opportunities to interact with the Services and for viewers to submit their thoughts, ideas and opinions, as well as photos and short-form video content.  Some of the interactive features of the Service include SHOWOFF®, where selected music channels will display polls, trivia questions, viewer generated text messages and photos during designated time periods; and SWRV®, the 24 hour interactive video network that will incorporate viewer generated content into the programming.^** Music Choice reserves the right, in its sole discretion, to add, change, modify or discontinue, temporarily or permanently, any of the Services with or without notice.  Neither Music Choice nor its Distributors will be liable to you or any other party for any such changes, modifications or discontinuances.

The term “User Content” refers to any content, media and materials you submit to Music Choice, including without limitation, text, information, ideas, blogs, vlogs, still photographs, audiovisual recordings, sound recordings, animated works, likenesses, images, spoken word or other vocal sounds or recordings.  You can submit User Content by sending SMS text messages to the short codes indicated on the screen of the Services (standard text messaging rates will apply), email, or by uploading it on certain pages of the Site, including http://www.musicchoice.com/showoff/,  www.musicchoice.com and swrv.tv.  The terms and conditions of this Agreement apply to all User Content you submit.  Each time you submit (or attempt to submit) any User Content to Music Choice, directly or indirectly, in connection with the Services, you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. 

Each time you submit User Content, you grant to Music Choice, its Distributors, subsidiaries, assigns and licensees, the non-exclusive, royalty-free, sub-licenseable, perpetual, worldwide license to use, reproduce, edit, publicly perform, transmit, publicly display and distribute all or any portion of such User Content and to create derivative works of, or incorporate it into other works, in any and all media, now known or hereafter devised, for any purpose whatsoever (including without limitation, for any promotional purposes).  Each time you submit User Content, you represent and warrant that (i) you are at least 13 years old, and if you are not at least 18 years old, then you have the express permission of your parent or legal guardian to submit User Content, (ii) you have all necessary rights, consents and authority to grant the rights and licenses described herein, including without limitation, all copyrights and other related rights of any person or entity, including any right of privacy or publicity (e.g., you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content), (iii) neither Music Choice nor any of its Distributors or sub-licensees shall be obligated to make any payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in the User Content or any unions or guilds in connection with the use of any User Content as contemplated herein, (iv) the User Content does not and shall not when used as authorized herein, infringe any copyright or any other third party right (e.g., does not contain “samples” of any third party’s video or sound recording or musical composition), or violate any applicable law or regulation, and (v) the User Content is not defamatory, pornographic, obscene, and all factual assertions made therein are true and complete. 

Each time you submit User Content, you agree to indemnify, defend and hold Music Choice and its Distributors harmless from and against any third party claim arising from use of the User Content.  Each time you submit User Content, you waive any right of privacy or publicity you may have with respect to the use of the User Content.  You understand and agree that no use of your User Content, nor any commercial, advertisement, promotional, marketing or other material associated with your User Content, need be submitted to you for approval.  You acknowledge that you are not entitled to any monetary payment or other consideration in connection with Music Choice’s (or its Distributors’) use of the User Content as contemplated herein. 

Music Choice does not assert ownership of any User Content and you are entirely responsible for everything you upload, post, email or otherwise make available for display on the Site or Services.  You are solely responsible for the User Content (and the consequences of its transmission and display on the Site or Services) submitted in your name, via your mobile device or your email address. 

User Content Standards and Rules of Conduct

All viewers of the Site and the Services acknowledge that User Content does not reflect the views of Music Choice or its Distributors.  In no event will Music Choice or its Distributors assume or have any responsibility or liability for any User Content (including without limitation, for failure to monitor or edit any User Content) or for any claims, damages or losses resulting from the use of User Content on the any of the Services.  Music Choice makes no warranties, express or implied, as to the accuracy or reliability of any User Content.

Music Choice reserves the right, in its sole discretion, to choose which User Content will appear on the Site or in the Services.  Music Choice does not guaranty that any User Content will be displayed, hosted or used on the Site or in the Services.  To be considered for display or use on the Site or in the Services, User Content must meet all specifications and requirements relating to content, formatting, compatibility, etc. as described herein or as otherwise determined by Music Choice.  Music Choice will have the right to edit, modify or change the User Content in any manner in connection with its display on the Site or use in the Services. 

Notwithstanding the foregoing, you agree that you will not submit User Content that: 

• contains private or personal information that might identify a user;
• is intended to harass, abuse, threaten, impersonate or personally attack another individual or any entity;
• contains profanity or obscenities;
• reflects negatively on Music Choice, any of its Distributors, content owners, sponsors or advertisers; or
• is defamatory, obscene, indecent, pornographic, unlawful and/or otherwise objectionable in the sole judgment of Music Choice.

You agree that you will not use the Services or submit any User Content for any commercial purpose, including without limitation, for the advertising or offering of goods or services or commercial solicitation of any kind without the prior written consent of Music Choice.

Your use of the Site and participation in the Services are subject to all applicable local, state and federal laws and regulations.  Music Choice reserves the right, in its sole discretion, to revoke the privileges of users who do not comply with all applicable terms of this Agreement, including without limitation, by blocking specific IP addresses or mobile phone numbers.  You are responsible for maintaining the confidentiality of your identity and for all activities that occur from your mobile device account or email address.

Music Choice may provide the technical means for you to forward User Content you have submitted to your friends via email.  You acknowledge and agree that such communications will not be monitored or screened by Music Choice.  We reserve the right, but not the obligation, to monitor or screen the content of such messages and to refuse to forward any such messages that Music Choice, in its sole discretion, determines to be in violation of the terms of this Agreement or otherwise objectionable.  Neither Music Choice nor its Distributors will have any responsibility or liability for the content of such communications.

If you believe any User Content violates any terms of this Agreement or the rights of any third party, please send an email to policy@musicchoice.com.  We have no obligation to respond or reply to any notifications you send us and we reserve the right to take any action or no action in our sole discretion.

Mobile Text Message Administration and Third Party Promotions

Music Choice contracts with third parties to receive and administer the mobile text messages in connection with the Services.  To interact with the Services via your mobile device you must use a wireless device that is capable of two-way messaging and be a wireless service subscriber with text messaging service.  The following services currently allow interaction with the Services:  Alltel, Appalachian Wireless, AT&T, Bluegrass Cellular, Boost, Cellcom, Cellular One, Cellular One of East Central Illinois, Cellular South, Centennial Wireless, Cincinnati Bell, Cricket, Immix Wireless, Nextel, Revol Wireless, Sprint, Unicel, T-Mobile, U.S. Cellular, Verizon Wireless, Virgin Mobile, West Central Wireless.  Message and data rates may apply and you understand and agree that you will be charged standard applicable text messaging rates and data rates by your wireless carrier for all messages (including bounceback messages) sent by or to your mobile device.  Bounceback messages may contain promotional messages relating to Music Choice services or promoting the products and services of third party advertisers.  If you choose to register for or subscribe to any such third party product or service, any further correspondence between you and such third party including, without limitation, any resulting contractual agreements, are solely between you and the advertiser/third party and, as such, neither Music Choice nor its Distributors shall be responsible for upholding any applicable terms, conditions, representations or warranties made by the advertiser/third party in connection therewith and shall otherwise have no liability associated with your interaction with such advertiser/third party.  To get help in connection with mobile text messaging relating to the Service at any time call 888-782-2180 or text HELP to 79787 for help with SWRV or text HELP to 898262 for help with Show Off, or go to www.musicchoice.com.   To stop receiving any future text messages in connection with the Service send STOP, QUIT, CANCEL, END or UNSUBSCRIBE to 79787 to stop messages from SWRV or send STOP, QUIT, CANCEL, END or UNSUBSCRIBE to 898262 to stop messages from Show Off.

Disclaimer of Warranty

The Site and the Services (INCLUDING ANY USER CONTENT TRANSMITTED OR DISPLAYED ON the Services) ARE PROVIDED “AS IS” AND YOUR PARTICIPATION IN OR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK.  MUSIC CHOICE AND ITS DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, MUSIC CHOICE AND ITS DISTRIBUTORS, LICENSORS AND ADVERTISERS DO NOT WARRANT THAT ANY CONTENT DISPLAYED ON The Services (INCLUDING USER CONTENT) WILL BE ACCURATE, RELIABLE OR CORRECT; THAT The Services WILL MEET YOUR REQUIREMENTS, THAT The Services WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRRUPTED OR SECURE.  WITHOUT LIMITING THE FOREGOING, MUSIC CHOICE AND ITS affiliates are not responsible for lost, incomplete, late, damaged or misdirected text messages; failures or malfunctions of wireless handsets or other equipment, telephone systems, wireless services or other communication malfunctions; or any other error, omission, interruption, defect or delay in transmission or communication.

Indemnification

You agree to indemnify, defend and hold harmless, Music Choice and its Distributors, and their respective partners, affiliates, subsidiaries, officers, directors, employees, agents, licensors and representatives, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from violation of any terms this Agreement by you (including, without limitation, any breach or alleged breach of any of your representations, warranties or undertakings hereunder). Music Choice reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Music Choice in asserting any available defenses.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL MUSIC CHOICE, ITS DISTRIBUTORS, GENERAL PARTNERS, PARENTS, AFFILIATES, SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY MONEY DAMAGES OR ANY OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCLUDING NEGLIGENCE. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

Miscellaneous Provisions

Music Choice's performance of its obligations under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Music Choice's right to comply with governmental, court and law enforcement requests or requirements relating to User Content or your use of the Services or information provided to or gathered by Music Choice with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superceded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions of this Agreement shall continue in full force and effect. This Agreement, together with our Privacy Policy, constitutes the entire agreement between you, the end-user, and Music Choice with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Music Choice with respect to the Services. Any rights not expressly granted herein are reserved.